Ultimate Avengers
by David Golightly
Summary: Featuring new Ultimate versions of The Invaders, Mar-Vell, Loki, and the staple Avengers crew. Feedback is appreciated! The latest chapter has the team brought to their limit by a familiar foe.
1. Chapter 1

**ULTIMATE AVENGERS**

Written by D. Golightly

"Generations"

* * *

_**GERMANY, 1945**_

"Invaders, assemble!"

The battle cry provoked the other allies of the speaker, calling their attention to his immediate situation. Even though they were otherwise engaged, they knew that the call had not been made needlessly and that their service was required. Dodging enemy gunfire had become second nature to them by now, having been in the trenches for a number of months, fighting for the life of the very world. As the call to arms reached their varied ears, they selflessly threw themselves toward their leader, paying little regard to their own safety.

Shells, freshly launched from enemy mortars, exploded all around them as they raced across the terrain, a muddied and war torn rural area miles inside the German borders. The entire contingent of U.S. enlisted men that had accompanied them in their campaign lay dead, strewn about the field like rag dolls. Their numbers had dwindled since entering the war, but that was the cost of protecting freedom and they gladly embraced it. For some the danger came naturally, for others it was a challenge. For their leader, a chiseled man of perfection marked as a captain in the U.S. Army, it was a way of life.

A walking, living, breathing symbol of the United States, a man garbed in a red, white, and blue costume had been forced down to one knee. His red boots were encrusted with the wet soil of the Earth, sullying an otherwise flawless image that inspired entire platoons of soldiers. His facemask was pulled back from his head, revealing his almost boyish features and blonde hair, and if he weren't fighting for his life he might have worn his signature smile that caused women to swoon.

Braced against his forearms, the captain balanced a shield that was painted in the same colors as his outfit. It was the only thing keeping a gnarled, green fist bigger than his head at bay, and with each passing moment he was pushed a little deeper into the mud. His own strength was greater than the average man, but nothing in comparison to the vicious ogre that pummeled his shield relentlessly.

Nearly a hundred feet away, a man with blue skin rushed to the captain's aid, saying, "We're coming, Captain America!"

The blue-skinned ally of the captain, whose own features were distorted by the swirling water inside his helmet, bounded over a destroyed armored tank in one great leap. When he had first met the captain, he regarded him as any other human: cold, heartless, and irredeemable. But after recognizing the leader for what he was, the lost prince of Atlantis came to see humanity in a different light and joined the captain is his fight.

The prince, born Namor and revered as the hero called the Sub-Mariner, was determined to help his friend and comrade in arms. His containment suit, a gold and blue bodysuit that provided him with recycled water to breath, was more durable than most materials known to the surface-dwellers and would help protect him when he reached the brutish monster that sought to squash Captain America.

Just as Namor landed on the other side of the disabled German tank, a thunderous noise shook the very heavens. A split second later a yellow bolt of lightning struck the prince square in the chest, driving him back into the metal siding of the tank he had leapt over. His suit was scorched from the lightning strike that had been anything but coincidental, but it remained sealed. The water inside his transparent helmet sloshed about, but his eyes, attuned to the depths of the seas and glazed over with a thin film, pierced the liquid as easily as they would the air.

Floating above them all, watching like a guard dog, was the god-like being that had summoned the lightning. Since the battle began the enormous and muscular man had remained hovering above his master and had yet to enter the fray. He wielded a bulky hammer in one hand, made of stone and larger than a bowling ball. The blue electricity that had mixed with the lightning strike still seeped off of his hammer, flashing and dimming with the subtle movements of its bearer.

"Imperious..rex…" Namor managed to mutter as he stared down the hovering guardian.

"Sub-Mariner!" a scratchy, metallic voice called to him. Namor stood up, rubbing his chest, and looked over his shoulder where he saw the clanging steam-powered android trudging toward him. "Do you require assistance?" the robot asked.

"Nay, friend Torch," Namor replied. "I'll take the fight to the skies if I must. That oafish brute must be dealt with, but so must the one engaging the captain. Aid our leader, fellow Invader! Do not trouble yourself with the prince of Atlantis."

Namor bent at the knees before pushing off of the terrain, launching his own body into the air. Whereas most men would simply fall back down to terra firma, the Sub-Mariner, mightiest of warriors from beneath the waves, defied gravity itself and continued to ascend to the heavens. His floating assailant, still resting in space as if in a trance, waited for the battle to come to him. He had been instructed not to leave his master, and as long as Loki stood, so too did Thor.

The image of Namor flying at an alarming rate toward the menacing god reflected off of the Human Torch's outer casing. Even though his given title included the word human, the robot was anything but. He was cast in tempered iron, and pieced together like any other machine. While his face had been constructed to mimic a man's face, it was devoid of skin and tissue. His entire body was comprised of nothing but metal, with his extremities powered by a steam engine inside his belly. A pair of smoke stacks attached to his back funneled the white smoke out of him, leaving behind a smoky trail wherever he went.

The world's first sentient robot, the Torch had been constructed by the renowned genius Dr. Yinsen and debuted at the World's Fair, shocking all when he fought off the Nazi saboteurs only moments after being unveiled.

After the assassination of Dr. Yinsen, a defected member of the Nazi party, the Torch had been approached by the military to aid their forces overseas along with Captain America. Even though combat was not his original intention, the Torch accepted the offer in search of some form of retribution for his murdered creator.

Together Captain America, Namor, and the Torch had founded the Invaders, the world's first collection of super-powered men. Their position on the front lines in the war, possibly the greatest of wars, had saved more lives than could be counted. The Human Torch, unable to harness that raw sense known as emotion, fought beside his comrades to his fullest capability, which was more impressive than any other artificial weapon known to man.

The Torch began to trot across the uneven ground again, heading toward the captain. Even though he would rather they stayed together, the Torch knew that once Namor had determined something it would be impossible to convince him to do otherwise.

Nearly a dozen yards away from the green behemoth pounding against the captain's defenses, the Torch ignited his signature weapons and unleashed a torrent of flame. The red, yellow, and orange flames burned as they leapt forth from his wrist-mounted flamethrowers, instantly charring the green hide of the abomination that had been set upon them by Loki. The fire, spurned on by the same engine that powered his movements, grew hotter and hotter while displaying just why the Torch carried the other half of his title.

The slobbering green giant took a few steps back, finally allowing Captain America to stand back up. Its red tongue lashed back and forth as it roared its discontent at the pair of heroes, licking at the cool evening air once it was away from the flames. It threw its arms over its head and bellowed, spittle running down the length of its thick neck. It tried to charge them, but the veritable wall of flame that the Torch had created kept it at bay.

"Thanks, soldier," the captain said as he caught his breath. "Loki opened a portal to God knows where and that thing came out."

"Where are the others?" the Human Torch inquired. "Lady Liberty and Marvel should have answered our summons by now. As strong as we are, the Invaders are nothing without their full roster."

Captain America affirmed his grip on the strap attached to the back of his shield. "They'll be here," was all he said before he ducked under the Torch's flames and charged the green goliath, chopping his shield at the creature's knees.

Overhead, Namor collided with the warrior known as Thor head-on, smashing his fists against the blonde thunder god's chest. Namor had heard of the fabled Norse gods, but didn't believe they existed until Loki had torn apart the fabric of reality and the Invaders had been called to handle it. Smashing into the hovering god barely moved him, even though the bones in Namor's hand nearly shattered upon connecting.

"Stand down, oaf!" Namor commanded as he threw a right cross at the god.

With his free hand Thor caught the clubbing fist, stopping it cold only halfway. Namor looked into Thor's eyes, shocked that such a thing had transpired. The strength of the Sub-Mariner was enough to bend steel, but this silent enemy had not reacted to anything he had done.

"Unhand the prince of Atlantis, vile pig!"

Thor hefted his hammer, and with one quick stroke, smashed it into the clear helmet encasing Namor's head. The strike pushed through, smacking the Sub-Mariner in the head and rendering him unconscious. Thor let go of Namor's fist, letting the prince fall to the ground, no longer able to stay aloft under his own power. The emotionless god watched Namor fall, uncaring of his or any other's fate aside from Loki's.

Mere feet from the unrelenting ground, a white and green blur swept under Namor, saving him from imminent death. The symbol upon his savior's chest was foreign to the world, an insignia that marked his rank in an armada he no longer belonged to. He gently touched down on the ground, laying Namor out at his feet carefully.

"Is he all right, commander?" a strong and feminine voice asked.

The tall man watched his partner, a beautiful woman garbed in a blue costume with the American flag wrapped around her waist and a short red cap flapping from her shoulders, touch down beside him. "He's breathing, Lady Liberty," he answered. He looked up at the god who had struck Namor, saying, "Take care of him. I'll handle that one."

"But what about the captain?" Lady Liberty added quickly. "Prioritize, Marvel. That windbag up there isn't coming after Namor, but the jolly green giant is throttling our teammates. I'll get Namor to water, but you need to help the others."

Marvel, former commander of the Kree armada that very nearly conquered the globe, nodded in agreement. "Aye, aye," he responded.

Commander Marvel, an alien living among humans, took to the air just as Namor had before him. His green helmet covered most of his face, but Lady Liberty could see that his mouth was held tightly shut in determination. She briefly thought of the similarities that Marvel and the Sub-Mariner shared, but quickly dismissed the notion as she tended to the prince.

She had joined up with the Invaders at the same time as Marvel, during the same mission that had brought them closer together. When the chemicals that empowered Captain America had been accidentally passed on to her, mild-mannered Madeline Joyce had been transformed into the high-flying, super-speeding Lady Liberty. The way the chemical cocktail, an experiment in the highest sense of the word, had developed in her system was dramatically different than how it had affected the captain. Not only were her powers different, but the chemicals had nearly driven her insane. With the help of the commander, whom she had met during his altercation with the Invaders and fallen in love with, she had been brought back from the edge and helped to fight off the Kree armada.

The five of them were the current members of the world-famous Invaders, America's answer to not only the Axis forces, but the more interesting things that threatened humanity. The unbridled fury of Loki had swept into the area like a storm, riding the heels of a Nazi supplement that was doing its best to retake a particular hill that U.S. troops had acquired. Why Loki had chosen this region was unknown, but Lady Liberty couldn't worry about that for now. She had more pressing matters to attend to.

She picked the Sub-Mariner up in her arms and focused her power into her legs. A moment later she was racing along the ground, doing her best to dodge stray bullets from the battle that still raged nearby. Her speed built up exponentially with every step, propelling her and the unconscious Namor further and further away. She had to move fast; Namor would suffocate if she didn't get him to water quickly.

They weren't far from Bremen, which meant that the North Sea was the closest body of water. She reached the top of a hill, and by combining her powers of flight with the momentum she had built with her tremendous speed, she jumped over the oncoming valley with ease. Seconds later she raced alongside the waterfront of the salty sea and abruptly stopped at the beach's edge.

The Sub-Mariner began to stir in her arms as she waded a few feet into the sea. She gently placed the dreary Namor into the water, saying, "Relax, sweet prince. You've pulled your weight. Let us take it from here."

The Sub-Mariner sunk into the icy waters of the North Sea as waves created by the rushing wind in Lady Liberty's wake washed over him. She raced back toward the battlefield, hoping her brief absence hadn't cost her teammates dearly.

Meanwhile, Commander Marvel had wrestled the green monster away from Captain America and the Human Torch, holding it back in a full nelson arm lock. Marvel's impressive strength seemed to rival that of the creature's, even though he was easily a third its size.

Captain America slammed the front of his shield into the creature's face, forcing it to turn its head but otherwise doing little harm. "Hold him steady, Marvel!" Captain America said.

"I'm _trying_ to," the commander replied with a sneer. "But Loki outdid himself here. Whatever this…_thing_ is, it's almost as strong as me!"

The Human Torch, having withheld his flames for fear of harming his teammates in such close proximity, added, "Perhaps the dark mage himself could enlighten us as to this monstrosity's purpose. My ocular lenses have finally located him, sirs, atop the very hill that the Nazi forces sought to reclaim."

"Fine," Marvel spat out. "Then we're taking the fight to Loki. Follow my lead, Invaders!"

The former Kree commander dug his fingers into the beast's hide, holding as tight as his inhuman strength would allow. He shot into the sky, tugging the raging monster with him. Captain America and the Human Torch quickly followed below, traveling as fast as their legs would allow. Every few seconds they tossed a look skyward, making sure they were matching Marvel's trajectory, which was leading directly to the top of the hill.

Flashes of white light sprung from the tip of the mound as they approached, and they saw that both armies had retreated from their positions. Something had interrupted their war, something that only Loki could answer for.

"Be on your guard," Captain America instructed his artificial comrade as they ran. "The last time we traded blows with Loki, he very nearly wiped out all of France. He's a dangerous foe; a magician of the highest rank. We need to end this as quickly as possible, soldier."

"Agreed," the Torch responded. The joints in his legs squeaked with each step; it had been some time since the automaton had enough downtime to properly maintenance himself. "The sooner we get to the bottom of this altercation, the better."

Marvel reached the apex of his ascent and began to plunge down toward the flashing lights, pulling the dangerous and thrashing beast with him. Its claws tore at him, shredding his green gloves, but he maintained his grip and dove down to where he saw Loki standing amongst a set of floating multicolored stones.

The wizard saw the approaching pair a hundred feet above the ground and scowled. He had been concentrating on his spells, delicate as they were, and hadn't paid the so-called heroes any mind. Regretfully, he tore his thoughts away from the glowing stone orbs surrounding him and focused his attention on the pile-driving force heading directly for him. Loki murmured an incantation and his aura shown brightly against the relatively dull color of the stones, surrounding him in a blue hue reminiscent of the moon.

The wizard's aura hardened and grew, creating an energy cocoon around him that was as thin as an eggshell. Marvel collided headfirst with the shell, bouncing back into the air while the green beast collapsed to the ground at Loki's feet. "Useless ogre," Loki scolded as the beast tried to stand back up, only to fall down again.

Commander Marvel righted himself in the air, shaking his head to clear the pain away. His helmet was now dented and bent, getting in the way of his vision. Woefully he removed it, feeling like he was removing a piece of himself. The alien warrior had been bred to fight, and taking off a piece of his armor was like admitting to failure in battle. His pink skin was bruised from trading blows with the abomination, but he was satisfied to see that the monster had not gotten up after the crash. He allowed a slight smirk before angling himself to fly back at the enemy.

He only made it a few feet in the air before something struck the back of his head. He tumbled down, spiraling toward the ground. His vision blurred but as he tossed head over heels through the air he saw that the blonde god had attacked him from behind with his hammer. The legend known as Thor was still enthralled by the dark mage Loki, and still a silent protector of the evil one.

Marvel slammed into the ground, kicking up dirt and rubble with the impact. Captain America, the Human Torch, and Lady Liberty arrived atop the hill just as Marvel tried to push himself back up, only to fall again and pass out.

"Ah, the rest of your little friends have arrived," Loki said as he stepped between Commander Marvel and the rest of the Invaders. "Welcome, Invaders. Welcome to your doom!"

"What's going on Loki?" Captain America demanded. He ground his teeth, wishing he had been just a bit faster, but instead held his ground. He watched Thor descend behind the evil wizard and tried to determine their best course of action. "You've always been reckless in your disregard for human life, but you're no fool. Tell us what's happening?"

Loki parted his golden cloak and rubbed one of the protruding horns from his helmet absentmindedly. The green tunic he wore beneath the cloak was a traditional costume that held a certain magical charge about it, boosting his already impressive powers. His gloves and amulet were also special talismans that he had gathered over the years, each time amassing just a little more power. In their battles with the mage in the past, removing the talismans had been a way for the Invaders to gain leverage against Loki, but with the seven-foot tall blonde god watching them it would prove difficult to get close enough.

"And why should I do that, captain?" Loki pondered aloud. His gaze returned to the floating stones, six in all, and it seemed as if he was paying more attention to them than he was the heroes. "You're already too late to stop me. Even though you overcame my ogre I still have more than enough power to deal with you myself."

The Human Torch took a step forward, intending to ignite his flamethrowers once more. Lady Liberty held out her arm, stopping the automaton, saying, "You've never used pawns before, Loki. Is your power actually slipping away enough that you need _help_?"

Loki snarled, scrunching his face together in irritation at the insinuation that he was weak. "Help? The brutal beast you so easily dispatched was a minion I pulled from the fabled realm of Asgard. The terror it instilled in people gave it the pseudonym Destroyer and it was thought to be one of the catalysts for Ragnarok. I see now that the ogre's reputation was greatly exaggerated and it was a waste of time."

With a wave of his hand and another spell passing through his barely parted lips, the bulky green creature called the Destroyer evaporated from their dimension. "I've returned it to the Iron Woods of Asgard where I found it," Loki added. "You remember Asgard, don't you, my Lady?"

"I remember," she replied. "You abducted me to there in some ridiculous bid to conquer a mythical city. Pure insanity. I also remember how we _stopped_ you then, too."

"Insanity?" Loki screamed, causing his aura to flare up. "Insanity is refusing my offer of immortality. When I discovered that I was in fact the reincarnation of the actual Loki, god of Asgard, and not just a normal human like you sniveling wastes of life, I sought to share my birthright with you! I thought you would be the only one worthy to produce an heir for me, but I thought wrong. You rejected me, along with your last chance at survival."

Loki allowed his cloak to slip back around the front of him as he walked between the hovering stones, each a foot in diameter. "Now I've not only found a dimensional junction atop this hill, but I've used the power of these stones to overcome the mind of my true self's brother, Thor. He is a god, Invaders. A true god, unlike myself, and he is mine to command. I pulled him to our dimension just as easily as I did the Destroyer, and so long as I possess these stones I will use his awesome strength as a weapon to conquer not only Earth, but Asgard as well!"

"You're nothing but a simple upstart," Captain America said. "You learned a few parlor tricks and now you think you have what it takes to be a god. I don't care about who you claim to be, or what heritage you think you're entitled to, but I will not stand idle while you senselessly murder innocent lives." The captain raised his shield overhead and yelled their legendary battle cry, "Invaders, assemble!"

Lady Liberty, using her incredible speed, covered the distance between her and Loki inside of a second. She decked the wizard across his chin and kept running, snagging one of the floating stones out of place as she passed. She kept running, heading back down the hill, determined to put as much distance between Loki and the items of power as she could.

"Kill them!" Loki shouted. "Kill them all!"

Thor roared a mindless challenge to Captain America and the Human Torch, raising his mighty hammer over his head as he charged forward. Captain America bound forward with his shield extended in front of him, intending to use it with lethal force. Few understood the expertise of the captain while using such an odd weapon, but his shield was much more than a simple defense. Its edge was razor sharp, and with his increased agility he ducked under Thor's sweeping hammer and sliced at the god's midsection.

Captain America spun around readying his shield to deflect the retaliatory strike that was sure to come. He saw Thor turn but the god was caught in a wave of burning flame, distracting him from his attack. The Torch covered Thor from head to toe in his flame, but the god simply walked through the pyre, steadily approaching the robot.

"Torch!" the captain called out. "Get out of there! He's too strong!"

The Torch backpedaled, releasing the safety gauges on his flamethrowers. The valves housed inside his wrists opened up, spewing out the special flammable mixture that Dr. Yinsen had invented, covering Thor completely. The mixture ignited once the flames touched it and the tips of Thor's golden hair began to burn away. Yet, the Asgardian god kept coming.

Thor took one last lunge forward and grasped the android's metallic head in his hand. He began closing his fingers, crunching the gears inside the Torch's casing. The flames died off and the Torch went limp, held a few feet in the air by Thor's now enclosed fist around his crushed head.

"No!" Captain America screamed.

Thor let the Human Torch drop to the ground, content that the robot had been defeated now that its extremities had stopped flailing. Thor lifted his right boot and stomped down on the torso, smashing the internal steam engine, a one of a kind creation by the deceased Dr. Yinsen. Puffs of gas and liquid squirted out of the Torch's artificial body, effectively killing the robot that had tried so desperately to live.

Captain America raised his shield to slash down at Thor's face, but the god turned and backhanded him faster than the captain could react. The star-spangled hero of the war rolled along the uneven ground, bumping his head against a pile of bricks that had once been part of a house. Darkness crept into the corners of his eyes and he tried to shake the feeling away, tried to stand, tried to fight. He looked up and saw Thor standing over him, and the last image processed in his mind before he was knocked unconscious by the steel fists of the god was Loki standing in the background, laughing.

"Fools!" Loki said between bouts of maniacal laughter. "You're defeated at long last! I still have five of the precious stones and a god at my command, and what do you have? This world will bow before me and call me lord and master!"

"Not if I have anything to say about it!"

Loki spun to see Lady Liberty swiftly race around him, grabbing another of the five remaining stones. She paused once outside their circle, saying, "I'll hide these where you'll never be able to find them again, Loki. It's over."

"Never!" the dark mage retorted as he began reciting another ancient incantation.

Bolts of pure magical energy erupted from his finger tips, arcing toward the Mistress of Freedom. She easily dodged the attack, grabbing another large stone as she ran. She leapt into the air to escape with the treasures, hoping that their absence would be enough to reduce Loki's power.

"Retrieve that which is rightfully mine!" Loki ordered.

Thor jumped into the sky again, but was quickly tackled around the waste by Marvel, who had finally regained consciousness. They tumbled over each other, sprawling out on the ground in a mishmash of arms and legs. Lady Liberty continued to fly away, regretfully leaving her lover behind.

"Imbecile!" Loki charged his magical energies through his fingertips, shocking both the hero and the god alike. Their bodies convulsed, charring their skin and muscle. "I should dispatch you for your uselessness, just as I did the ogre!"

With a growl of disgust, Loki finally ceased his assault and recalled his magicks. Their bodies lay unmoving, with smoke billowing up from their burned forms. At the very least he found satisfaction that some of his enemies had been destroyed, regardless of the fact that he had lost half of stones of power.

When he turned to finish the ritual of unlocking the stones' potential, he was shocked that they had all been removed from the sight. He swore openly, letting his rage be expressed through a maddening yell that echoed off of the hill. He caught sight of Lady Liberty hovering in the distance, holding the last stone under her arm.

"Wretched witch!" Loki screamed as magical energy seeped out of his eyes. "Return my property to me!"

Lady Liberty took one last look at her fallen lover, the courageous Commander Marvel, and flew off into the clouds. Tears splashed down her face as she departed, but she knew that Marvel would tell her to remove the stone instead of staying to help him anyway. Against her better judgment, she fled. She would hide the last stone where no one would be able to use its power ever again.

Loki, seething with anger, breathed deeply to try and calm himself. His attempt to overthrow a pair of realms had been thwarted, but there would be time to recover the stones. He knew that even though his human body was frail, the spirit of the Asgardian god of mischief inside him would live forever. There would always be time to amass the power again.

A strong hand clamped down on his left shoulder and spun him around. Loki, taken off-guard by someone being so close to his person, prepared to speak a defensive incantation but was knocked down by an explosive punch before he could finish. Thor, seething with a similar rage, stared down at the fallen wizard who had manipulated him and pointed an accusing finger.

"Thou art the insolent one who would dare control the mighty Thor!" the god said in a deep, reverberating voice. "I sense the spirit of my half-brother deep within thee. Whatever magicks thou used have been stolen away. I know not how you overcame the Odinson, but I assure thee that it shall not happen again!"

Thor lifted his hammer to strike down a fatal blow, but as the heavy mallet was raised over the god's head, some invisible force held it in place. Thor strained to pull his weapon down to crush the skull of his mortal enemy, but found that even his impressive strength would not budge the hammer. It hung over his head, immobilized.

"What madness is this?" Thor demanded.

Clouds hovering overhead started to mix together, eliciting sparks from arcs of lightning. A thunderous roar sounded as the clouds scraped together, shaking the ground that thor stood on. The god of thunder, curious as to the cause of the disturbance, ignored Loki and looked skyward.

A hole formed in the center of the clouds and a golden light pierced through to light both Loki and Thor. A shimmering object, round and as wide as a man, descended through the hole and stopped a few feet above them. The object looked vaguely like an eye, rounded with an artistic pupil in the center that cast the golden light.

"Father," Thor muttered as he kneeled down.

The eye swiveled slightly to look more directly at Thor, and a voice suddenly echoed into their eyes from somewhere far off. "**My sons have quarreled for centuries**," the detached voice said. "**Did thou think my eye would not see this? Did thou truly believe that Odin would not know of this mindless feuding?**"

"Preposterous," Loki said as he stood back up. "You're a dead god, if you really are Odin. If who you claim to be is the truth, then why did you forsake me? Was Loki not your adopted son? Was _I_ not your adopted son?"

The eye turned to face the dark mage, saying, "**My word is law, son Loki. Do not question my will. Thou have attempted to push thou way into my kingdom yet again, even though I cast thee soul out into Midgard so you might learn humility. I see that I was wrong, and I must imprison thee in Asgard, the only place where thou truly belongs.**"

"Imprison? Ha! There is nothing a dead god can do to a powerful sorcerer like me!" Loki began to mutter another spell, summoning the vast power he still had at his disposal. "So long as my spirit lives I shall never surrender!"

"Father," Thor said as he stood. "Allow me to dispatch my brother and take my rightful place back at thy side in the Golden City."

"**No!**" The eye spun back to Thor, its glow now changing to a deep red. "**Even though thou seek my approval, thy own need to brandish violence so hastily makes me wonder if I did not err twice over. The cycle must stop lest the prophecy be completed and Ragnarok comes to claim us all.**"

"But…Father…"

"**I have spoken! I shall place Loki on the Isle of Silence, long past the Iron Woods and the plains where the wild boar roam, away from any semblance of civilization. His spells, with no manner of speech to propel them, will be useless. And thou, Thor, will be taught the same lesson in humility as thy brother. With hope I foresee that where I failed thy sibling I shall succeed in thou.**"

A stream of light shot out of the pupil, engulfing both Loki and Thor. Both brothers cried out in agony, defiance, and anger. Their father, one by adoption and one by blood, whisked both their bodies and souls away from the Earthly plane, leaving nothing in their place.

The eye faded away and the sky returned to normal, leaving the war torn battlefield dark and empty once more. The marks of the cosmic battle remained, scathing the countryside like a scar. The only witness still conscious, an alien that had come to Earth to initially destroy it, tried to raise his head but found he lacked the strength to do so.

Commander Marvel let his head slip back into the mud. It was getting harder and harder for him to breath, and he knew that his life was slipping away. The Sub-Mariner was gone, as was his Lady. He saw the broken mess of gears and wires that used to be the Human Torch. Near the edge of the hill he saw Captain America's bloodied face and doubted that he was alive.

The Kree warrior closed his eyes and pictured his home world, imagining the soft breeze of the planetary winds covering him. He had hoped to show his home to Madeline some day.

Had Commander Marvel been able to raise his head before he died, he would have seen a silent figure cloaked in a red cape watching him. As Marvel breathed his last breath, the silent figure began to rise into the air. The watcher's golden helmet hid his features, allowing only a slot for him to see through.

Once the red-caped observer reached the parting clouds overhead, he whispered, "So it begins," and vanished between the puffs of white heavenly bodies.

* * *

**AUTHOR'S NOTES**

I'm sure some of you are wondering why this issue starred the Ultimate Invaders and not the Ultimate Avengers. Well…I'll get to that. But first, a bit of behind-the-scenes look at what it took to get here.

When I decided that I wanted to take on a new title at Marvel 2000, I posted my interests on the group message board and solicited votes to decide what I would write. The title ended up being UNCANNY X-MEN and I was really excited about the project, but not soon after the announcement was made I began getting tons of annoying e-mails. Other writers wanted to put their two cents in for what the new X-Men sister title should be like. Some flat out told me what I couldn't do. Others demanded strange plot points. Still others argued my list of cast members.

Obviously, I decided to dump that project. This is supposed to be fun and it was quickly turning into something that was anything but. It was starting to be more hassle than it was worth, so I decided to screw it and do a project in the Alternate Branch where no one could bother me.

The Beginning of the End. Or perhaps the End of the Beginning, depending on how you look at it. This zero issue was written mainly to set up some things that will happen later down the line in the series, things like those mysterious stones, the Golden Age characters, Loki, and the stranger in the red cloak.

When I sat down to brainstorm for ULTIMATE AVENGERS, the first idea that came to my mind was, "Why are they called the Avengers?" I assume that Stan Lee originally chose the moniker because it sounded cool and would catch the eye of any kid with a spare dime. For this new title, I wanted the team name to actually mean something. Enter – the Invaders.

Obviously, the Invaders are now established in the past history for the Ultimate universe at M2K. Additionally, they are no longer together. I mean, most of them are dead. So how does that tie in to the upcoming Avengers team (set in present day, I might add)? You'll have to wait and see in the next issue.

Hope you enjoyed what you read. Send me some feedback!

-Dave Golightly

12-08-07


	2. Chapter 2

_**Seattle, Washington**_

_**Present Day**_

Rain poured down over a small apartment complex, drenching it for what seemed like hours on end. The residents of Seattle were accustomed to such things, and even though the dreadful weather tended to depress people in other parts of the country, there it only added to the city's personality. Or at least, most of the residents felt that way.

For Walter Lawson, the rain never seemed to stop. His wife had left him, his only real friend had left with her, and his dog had died of cancer. It was a series of cascading events that had taken place one right after the other, and regardless of the fact that he possessed one of the rarest of things in the universe, he still felt like killing himself.

His dank apartment was cluttered with take-out boxes and empty beer bottles. Walter pressed his forehead against the glass pane in the window and wondered how many bones would shatter when he jumped through it and landed in the parking lot two stories below. Probably none, given who he was. The television droned on in the background, having been left on for the last few days in an attempt to stay in touch with the outside world, and his phone rang now and again. His attention tuned in and out to what was on the TV, it's presence little more than white noise at this point.

"With us today, via satellite, is a man you will surely recognize as one of the most powerful and influential men in the business world," the television host told her audience. The soft light generated by the screen was the only thing that illuminated the room.

Walter scoffed as he stared out the window, watching the rain fall numbingly. He adjusted his focus to look at his own reflection and winced when he saw just how bad he looked. His blonde hair was shaggy and mussed and the stubble across his chin was just long enough to be itchy, but not yet formed into any sort of beard or goatee.

He and the general populace of the planet had very different ideas of what power was. Influence was a form of power, but not in the sense that he could appreciate. Power, _real_ power, was something he had in spades, and yet his entire life had still been turned upside down.

"Ladies and gentlemen," the host continued, "please give a warm welcome to Mr. Tony Stark!"

The camera panned a quick shot of the audience clapping as a large monitor lowered down over the couch where the host's guests would normally sit. A close-up of a dark-haired, well-groomed man was displayed on the screen, smiling widely enough to show a flawless set of pearly teeth. Even though the monitor only showed him from the shoulders up, you could still make out the collar of a tailored suit that had to have cost more than most people make in a year.

"Thanks for being on the show, Mr. Stark," the host said in greeting once the crowd had quieted. "Although I can't say I'm not disappointed that you couldn't be here personally. In fact, you've never given an interview in person. I'm hurt! I thought we had something, Tony."

"My business keeps me well occupied here in New York," the image of Tony Stark replied. "But I'm always up for a quick chat between meetings with my development teams."

"Ah, yes. And would those meetings have anything to do with the recent rumors about your hot new nano-phone hitting the market soon?"

"Melissa…you know I can't divulge anything like that." Stark tossed a quick wink that the tabloids had made him famous for. "Not until Christmas of '09."

The crowd rumbled with a soft laughter as the host, Melissa, feigned a swoon over the satellite image of her billionaire guest. Walter had half-turned his head to listen for a moment but quickly returned to staring out the window.

"Actually," Stark continued, "I was hoping to make a little announcement on your show this morning if I could."

Melissa leaned in toward the monitor, but made sure to angle herself toward the camera. "If it's about our engagement, Tony, I said I wanted to keep that quiet." The audience laughed again as Stark chuckled.

"No, no. Although, believe me, Melissa, if that basketball player friend of yours doesn't pop the question soon I may have to act the gentleman and step in. You're too precious to be single.

"But, I had something different in mind. It's no secret that _Stark Enterprises_ has vast, limitless resources. Resources that are better off put to use in the aid of my fellow man. When I started this company I had nothing, and now I feel it's time to give back. It's time the world had heroes to look up to again, and that's why I'm going to plunge all of my available efforts into discovering what happened to this world's _greatest_ heroes, the Invaders."

Walter's head snapped back to the television. He had barely been listening, but the very moment the last words hit his ears he had been yanked from his melancholy and thrust to attention. Before he knew what he was doing he had leapt across his apartment in three huge steps and was now on his knees in front of the screen.

After saying something unimportant about the brevity of the billionaire, the host chose then to cut to a commercial. Walter swore, but took the opportunity to jump back up and race to his bedroom closet, where he shoved aside piles of clothes to get to an old footlocker.

He could feel the energy pulsing from within even before he opened it. He ripped the lid open and stared in awe at the round stone sitting in his footlocker. He had never seen the stone do anything but sit there, although now it was glowing brighter and brighter with each pulse. Walter gently picked the stone up and cradled it in his arms. He knew what he had to do next.

Against his better judgment, Walter Lawson began to think about how he was going to save the world.

* * *

**ULTIMATE AVENGERS**

Written by D. Golightly

"The End of Days – Part One"

* * *

_**Los Angeles, California**_

"Welcome back, and if you're just joining us, I'm here with the most eligible bachelor on the planet, Tony Stark, who has just revealed what may be the biggest endeavor he's ever undertaken."

Melissa Gilroy, famed host of the morning talk show _The Sunrise Show_, tossed her long, blonde hair back over her shoulder as she turned her attention back to the flat-screen monitor hanging over the couch beside her. Tony Stark smiled back at her as she leaned toward the monitor again. If it was an actual person sitting in place of the monitor there would be no doubt that her body language was slightly more suggestive than normal.

"I don't know about the biggest," Stark's image replied, "but it's definitely the most important."

The air conditioned sound stage on which _The Sunrise Show_ was broadcast live from each morning was filled to capacity with the staff and nearly a hundred audience members. All of them were intently focused on the scene unraveling before them. They had expected the billionaire playboy to announce his latest fling, or perhaps another brilliant electronics invention that would revolutionize the way they live. They had expected anything other than what he had just said.

"The mystery of what happened to the Invaders is something that historians have argued about for decades," Melissa commented.

"That's true, but none of them have been able to provide us with concrete proof as to what really happened. There's no doubt that they were history's greatest heroes and they deserve to be avenged."

"I think we're all a little surprised, Tony. Why the Invaders? Why now?"

The satellite image of Tony Stark, beamed through orbiting equipment that he owned, took in a deep breath before answering. "Like I said before, Melissa, I came from nothing. Had nothing. Started with nothing. I overcame many obstacles to now oversee several dozen companies that provide the world with things that make life better. It may seem a bit childish to some, but I like to think that this world needs saving. We need heroes. We had them and for whatever reason we lost them. We need to have them again."

"So what exactly are you proposing?"

"I've already mounted an investigation to decipher the riddle of their disappearance. My experts are currently working to ascertain the fate of the Invaders, and in the meantime, I'll premiere the very first in a new age of heroes that will find the truth about their predecessors."

"A new ago of heroes, Tony?" Melissa chuckled softly as she stole a quick glance to the camera. "Does that mean we can expect to see you in a pair of skimpy briefs with a cape around your neck?"

A low rumble sounded from somewhere outside of the sound stage. It steadily grew to the point where the water in Melissa's coffee mug was getting ripples along the surface. The executive producer slowly took his headset off and looked to the ceiling. He motioned for a stage hand to run to the side exit and look outside. The teenager, an intern, quickly hopped over the running cables on the floor and ducked his head out the door.

"I'm sure that the _National Tribune_ would love that," Stark quipped. "But I think I'll leave that sort of thing to those better suited. Melissa, allow me to introduce a brave man who is now piloting the latest in StarkTech offensive combat armor, and the first in a new breed of hero, the invincible Iron Man!"

The intern stumbled over his own feet as he backed up into the studio. The door he had poked his head out of was flung back open and the sunlight behind the figure in the doorway cast a bulky silhouette over him. The audience gasped and Melissa Gilroy propped herself up by the armrests of her chair. Tony Stark's electronic facsimile continued to smile, unmoved by the entrance of a strange metallic behemoth on the sound stage.

"Holy shit…" Melissa muttered.

"It's all right, everyone," Stark said after a moment. "Please, remain calm. This is my employee and bodyguard. There's no need for alarm."

The figure Stark had alluded to, Iron Man, stepped up onto the stage and into the light. The powerful and hot stage lights reflected off of the red and yellow encasing armor that covered him completely. With every step Iron Man took a heavy _clank_ and _thud_ followed as the enormous metal boots slammed down on the floor. Given his obvious bulk, Iron Man still maintained a certain grace as he walked. His helmet had several slots cut into it, mimicking eyes and a mouth. Several wires ran the length of his arms, disappearing under the thick metal shoulder pads. In the center of his chest was a round insignia that protruded out several centimeters.

"Good morning, Miss Gilroy," an electronic voice said. It took the talk show host a moment to realize that the voice had been filtered through the helmet of the monstrosity that had just walked up to her.

"G…uh, good morning," she finally muttered to blurt out.

"Iron Man is leading my field investigation," Stark explained. "As I'm sure you noticed, he's complimented with the latest technology that my company has been developing through military contracts. He is the first of many to pilot the armor, which has many offensive and defensive capabilities that will change modern warfare.

"Until then, of course, he's the first in that new age of heroes I mentioned. Sorry for the lack of skimpy briefs and a cape."

Melissa visibly swallowed her confusion and fear. She looked to her producer, who simply shrugged and motioned for her to say something, anything. She turned back to the metal behemoth standing barely a dozen feet away from her and looked him over from head to toe. The sleek design amazed her, almost as if it was aerodynamic. It was hard for her to believe that there was actually a person wedged inside it.

She cleared her throat, and tried to speak. "Um. I…that's…okay, Tony. We'll take a quick break and then we'll be right back with this incredible story."

* * *

_**New York, New York**_

"What sort of progress has been made?" Tony Stark asked.

An obviously frustrated black man, visibly irritated by Stark's question, quit typing commands into a keyboard and looked over his shoulder at another computer screen. Most of his attire was hidden by the white lab coat he wore, which nearly reached the floor. Tony Stark's immaculate face looked back at him on the screen with an eyebrow raised, awaiting an answer.

"Oh, don't give me that look, Bill," Stark quickly added. "I'm just asking for a report."

"It would be easier if you would come down to the lab," Bill replied. "Instead you insist on talking to me through the webcam."

The lab was filled with the latest technological equipment that money could buy, and even a few pieces that no one else had access to. One of the perks about working for Stark was the availability of certain scientific advancements that most of the world wasn't privy to. Large machines lined the walls with workstations, like the one Bill was at, spaced throughout.

"The StarkCam 500 has a higher per pixel resolution than any other digital camera and beat out HD television by over three months, making it just as good as being there in person. Better even." Stark's image leaned back in his leather office chair and slipped his hands behind his head. "So, what's going on with the stone?"

Bill Foster sighed. He had almost come to regret having accepted the offer that _Stark Enterprises_ had made him two years ago to join the budding research team. Even though the resources he had been provided with were greater than he ever dared dream, the limitless ego of his employer grated on his nerves. He enjoyed the oxygen filling his lungs with a second deep breath, calmed himself, and turned to face the digital representation of his boss.

"The natural geological process that affects the decomposition of long chain polymers apparently has subsided concerning the specimen," Bill stated. "I've been running tests, but I'm not sure it's such a good idea."

"That just means it isn't organic," Stark replied with a slight wave of his hand. "Why isn't it a good idea?"

"Well, for starters, I don't think that rock came from Earth."

Bill nodded to the side where Stark's attention was directed to a Plexiglas cube, inside of which sat a glowing, egg-shaped stone that was slightly larger than a football. Its surface was rough, apparently worn down over the years like a fossil. The reverberating glow pulsed off and on, barely strong enough to brighten a dark room. Instruments monitored the energy that the stone was giving off, which had grown steadily over the last week since it had been brought to the lab.

"No luck in cracking it then?" Stark asked.

"Whatever is giving off the energy, it isn't the stone itself. You were right in assessing that there was something inside it causing it to glow like that, but no, we haven't been able to penetrate the outer layer yet."

Stark's brow crinkled with concern. "I see," the billionaire said.

"Nice show today," Bill commented after a moment of tense silence. "Real smooth, saying Rhodes is the first of many to pilot the armor like that. Think SHIELD will throw a hissy fit anytime soon?"

"Fury has been after our patents for years. The Mark IV armor wasn't built so they could—"

"I know, I know." Bill waved a hand nonchalantly and turned back to his workstation keyboard. "Preaching to the choir, Tony. It's just funny that you alluded to government sanctioning concerning the project, that's all."

"Yes, well. We'll cross that bridge when Fury builds it. In the meantime, I need you to do a favor for me."

Bill cocked his head back to look over his shoulder at the screen with Stark's image on it. One thing he had learned about working with one of the world's most successful CEOs was that there were always strings attached to favors. Always.

Stark cleared his throat before continuing. "I've looked over the latest analysis of Pym's formula and I see that we're no closer to understanding it now than we were six months ago when he left."

"Tony—"

Stark raised his hand to cut Bill off. "I'm not pulling you off it. I have the utmost faith in your abilities and I understand that you need more time. It's my fault, for forcing you to divide your attention between the formula and the stone. The problem is we don't _have_ more time. My sources tell me that Pym has been picked up by some other small pharmaceutical company. Legally, the work he did before he stormed out is ours, but it won't be long now before he redesigns the formula and patents it."

"So it's a race then."

"Basically. I'm bringing in Pym's old research assistant to take over work on the formula. This should free you up to study the stone more closely. She'll be flown in this afternoon, so please, give her a hand getting settled, and for god sakes be nice to her."

Bill grumbled something that Tony couldn't make out as he turned back to his workstation. Data streamed across the screen as Bill typed furiously. He hated taking a backseat. He had made giant strides into understanding the biochemical compounds that Pym had invented and he didn't want someone else getting credit for his work. The irony of it all evaded him, or perhaps he just didn't want to acknowledge the fact that he was primarily building on what other people had already accomplished. Either way, he wasn't satisfied.

"Her name is Janet. She's quite a looker, Bill. I hear she did some modeling before finishing her second doctorate in astrophysics. You might find you actually _enjoy_ working close with someone when you meet her."

* * *

_**Somewhere in the Artic Circle**_

His trek had been perilous, but at last he was at the end of his journey. He could feel the rampant energies of the land already, begging to be unleashed at his command. The pure, flat plains of the snow-covered artic ground looked almost peaceful now that the hurricane winds had died down.

He had walked several hundred miles atop nothing but sheets of ice to reach his destination. It was something that would have killed normal men without transport and protection from the extreme temperatures, but this man had made the journey on foot, wearing only a purple cloak as cover. His hands, warmed by the dark magicks that had been his to command for decades, were covered in golden gauntlets that were carved with intricate arcane symbols that few could hope to translate.

His entire body glowed with a soft, golden hue that helped keep the harsh bite of winter cold away. Atop his head was a golden helmet that left his face open, with two protruding horns coming out of the top, each at least a foot in length.

Even though he was much older than most would guess, the years had been kind to the sorcerer known and feared as Loki.

He looked at his surroundings with contempt. The deep chill that attempted to shudder his spine, while most inhospitable, was still an improvement over the Isle of Silence from which he had finally escaped. If it were not for Odin's apparent blinding, he may never have been able to flee back to Earth.

"They say revenge is best served cold, so why not continue my plan here?" Loki muttered. "Isn't that right, my precious gems?"

A pair of egg-shaped stones descended upon Loki, swirling around each other until they hovered a foot above his head. He watched them with a swelling pride. It had only taken him a day to retrieve two of the original six, and within a few moments he would have a third.

Concentrating on his magicks, he held up his arms and felt the power of the stones flow into him. The landscape began to twist and shake as ice shattered, snapping apart and forming deep crevices. The quake nearly toppled Loki over, but he held his ground. A large split ruptured open directly in front of him and out sprung another rounded stone, rising to join the other two. He felt his power increase as the stone joined its brethren, and smiled.

"That contemptuous woman sought to hide you away from me, but there was nowhere on Earth she could hope to keep safe. Not now. And she even unwittingly led me to a place where I can gain an even stronger foothold in my bid for power."

Loki summoned his energies again and kneeled down, thrusting his hands down into the soft, fluffy snow. "With the third stone retrieved, I can now access that forsaken plane in Asgard where the Frost Giants roam. Under my guidance they shall by my army, strong enough to crush all who oppose me!"

Lightning danced out from his fingers, feeding directly into the icy ground. Beneath the surface a portal opened and Loki mentally shoved through it to grasp onto the consciousness of the ones he sought. So fearful was the might of the Jötunn that Odin had long ago exiled them from the open ranges of Asgard, condemning them to wander an environment just as harsh as the one Loki now occupied. It was that similar connection that allowed the sorcerer to reach across space to coax the lumbering Frost Giants to Earth.

After a moment Loki felt his call answered. He pulled his fists back out of the freezing snow and watched in awe as shapes began to form in front of him. The very landscape was bending to the will of the coming Jötunn, forming bodies for their spirits to inhabit. Towering over Loki, shards of ice piled atop one another and fused together, creating arms and legs, torso and heads. In less time than it took for Loki to cast the spell, ten Frost Giants had been resurrected on Earth.

"Who dares summon us?" the closest one demanded once the others had finished forming. Its voice was deep and bowled over Loki like a vicious storm.

"An ally," Loki responded with a devilish smile. "We have much work to do."

* * *

Bill Foster pulled his lab coat tighter, shuffling down into the flipped up collar. A chill wind had swept over the city, and from where he stood atop Stark Tower the air currents were anything but forgiving.

"They just radioed in, Mr. Foster," a technician standing a few feet behind him said. "They should be arriving in just a few moments."

"Thanks, Eric," Bill replied without looking. He heard the technician leave the rooftop, leaving Bill alone. His mind was still replaying his conversation with Stark back in his head, wondering why he had agreed to come work for the man in the first place. What had begun as a prosperous career in advanced biochemistry and physics had been reduced to placating the eccentric whims of a billionaire living out his boyhood fantasies.

The shape of a helicopter poking through the overhead clouds made him dismiss those thoughts. His new co-worker, someone he had to remind himself was not his replacement, would be onboard with and awaiting his help. He still resented the implication that he actually needed someone to cover his work, but he would simply grin and bare it if that was what it took. He wasn't too big of a man to set his pride aside now and again.

The chill wind turned into a torrential blast as the helicopter slowly touched down on the roof, strengthened by the whirling blades of the aircraft. The tails of Bill's lab coat flapped behind him furiously as he watched the chopper touch down. A moment later the side hatch opened and his jaw metaphorically hit the rooftop.

From inside the helicopter stepped out one of the most gorgeous women he had ever had the fortune to lay eyes on. Her thick black hair hung loosely around her shoulders, which was then thrown into chaos once she stepped down onto the roof. Even still, she made it look good, as if she had meant for that to happen. She looked to be a couple of inches under six feet in height, and she couldn't have weighed more than 120 pounds. He could make out some of her curves beneath the long, stylish coat she wore, but not enough to tell if she had an athletic build.

One thing was for sure: Bill had never met an astrophysicist that looked like that.

She scurried away from the aircraft and headed straight for Bill, with something tucked under one arm. "Are you William Foster?" she screamed over the noise of the whining helicopter.

Bill took a second to blink before responding. "Oh, yeah. Hi. Uh…call me Bill."

"Janet," she said as she stuck out her free hand. "Janet Van Dyne. I was hoping to get right to work. I brought a sample of Dr. Pym's original formula with me." She motioned to the sealed container under her other arm.

"Oh, of course. Right this way."

There was an awkward moment when Bill turned the same way that Janet did and they nearly bumped into each other. He quickly reversed his direction and fell into step beside her, motioning toward the door to the stairwell. "The lab is just a few floors down," he told her.

Once they crossed the rooftop, Bill reached his hand out to pull open the door leading into the stairwell. His fingers wrapped around the handle, but before he could open it the sound of metal crunching and a motor dying stayed his hand.

Both he and Janet whirled around to see the stunning sight of a man actually _flying_ in midair above the helicopter that had just landed on Stark Tower. The chopper's blades slowed down to a crawl before stopping completely, caused by the crushed turbine at the center that strangely had a footprint pressed into its casing.

"What the hell…" Bill managed to say.

The masked flying man was dressed in a tight fitting costume that made him look like someone who had just visited a comic book convention. Garbed in a red, black, and yellow costume that seemed snug enough to be uncomfortable, the man bobbed in the air as he stared down Bill and Janet. A pair of shimmering bracelets, each thick enough to hinder his wrist movements, caught Bill's attention. He looked at one hand which was hanging carelessly at the man's side, to the other, which was holding something that shocked him more than witnessing a flying man.

In his left hand, the man held an exact duplicate of the stone orb that Bill had relentlessly been studying.

"What's going on?" Janet whispered behind Bill. He turned to see her startled expression and quickly put his eyes back on the flying man.

"I'm not—"

"My name is Marvel," the man said as he floated closer to the pair. "I need to speak with Anthony Stark immediately."

Now that he was closer, Bill tried to make out any type of expression on the man's face that would give a hint as to his intentions. The facemask blocked everything except his mouth, which was held tightly shut in what Bill assumed was anticipation.

"You'll need to calm down if you—"

Marvel let out an irritated breath. "Waste of time," Bill heard him mutter. Marvel held up his free hand and the glowing bracelet around his wrist began to amazingly actually _bend_ the light around it, forming tiny, blazing, yellow spheres of energy that drew into the bracelet like droplets spilling a puddle. The scientist in Bill was fascinated, while the man in him placed his arm behind his back in an effort to shield Janet.

A streak of energy blasted into the rooftop almost exactly between them, but it didn't come from Marvel. A few wisps of smoke billowed up from the fresh hole that had been punched through the roof as the streak dissipated as quickly as it had come. The three of them followed the trail of the streak back into the air, angling away from Marvel. Bill blinked in surprise again as he watched another flying man descend from the sky.

"Like the man told you," the red and gold armored figure of Iron Man said as he leveled with Marvel in the air, "you're going to have to calm down. I wouldn't mind hearing an explanation for why you felt it was necessary to wreck Mr. Stark's property and then threaten his employees."

"Unless you can take me to Stark you're also wasting my time," Marvel replied.

The jets in Iron Man's boots maintained his balance while the sole antigravity engine on Earth held him aloft. "He's busy. Can I take a message?"

"You can tell him that unless he's willing to hand the keys of fate over to a madman, he needs to cease his operations immediately."

"Oh." Iron Man crossed his arms over his broad chest. "I don't think that's going to work for him. How about we…wait, what's that in your hand?"

Marvel shot a quick look at the stone he had carried across the country and frowned. "This is pointless," he said under his breath as he drew in energy to his bracelet. This time, however, he was much quicker on the draw.

Iron Man didn't have time to react before the blast hit him square in the chest. He was flung back head over heels as Marvel flew after him. The gyroscopes inside Iron Man's armor worked furiously to right him, and his boot jets kicked on and off to provide stable compensation for his new flight path. He found his systems righting him after a brief moment of being totally out of control, and silently thanked a higher power for the ingenuity of the armors development.

Through his visor he saw "Marvel" approaching fast. His onboard computer told him the velocity at which the man was traveling and momentarily shocked him. It was impossible for anyone to fly that fast under their own power…or for them to fly _at all._ He wasn't prepared for this. Not yet.

Iron Man stuck out his arm and unleashed another blast of his own. The blast, a new technology that was based on the same dynamics as his antigravity engine, was strong enough to punch through six inches of steel. He limited its output so as to only knock the man aside. Like the first, it streaked through the air in an instant, only this time haphazardly. He hadn't taken the time to utilize his computer's targeting system as he was only trying to put off the fast approaching attacker.

The patented "repulsor" ray slammed into Marvel's side, knocking him off course. Iron Man heard him grunt, mostly from the surprise attack. The blast had hit the arm that was been balancing the stone, however, and dislodged it. The stone tumbled back down to the roof of Stark Tower, rolling along until it came within a few feet of where Bill and Janet stood watching. Bill took a step forward and reached for the stone, planning to scoop it up and retreat inside the building with Janet.

"No!" Marvel screamed.

Marvel fired another thin blast of energy from his outstretched hands, guided by his sudden panic. Bill had grabbed the stone and half turned back to Janet, gripping her elbow to lead her to safety when the bolt struck. He felt a strange sensation pass through him just before his nerve endings all seemed to fire at once, seizing him in a violent convulsion.

To his horror he saw Janet undergo the same thing. Her eyes opened wide as she was thrown back against the stairwell door, banging her head off it with a sickening thud. She fell down in a heap next to him and didn't get back up.

The last thing he saw before passing out was the retrieved stone and the canister that Janet had brought, the lid of which was now cracked open with the contents seeping out…

* * *

**MAIL CALL**

Something that I always thought was interesting about the Avengers, as a team, was that they had been tossed together by fate. Initially, it was the meddling of Loki that brought some of Marvel's most popular heroes together. I've obviously emulated that here, but still woven an original tale that has nearly the same effect. In the first issue there was a big, badass green thing cavorting about, an homage to that original script by Stan Lee. Most of this series will flow like that; making a tip of the hat to the source material while keeping things fresh.

Hopefully I'm not falling short on that fresh part.

The first issue set up quite a few plot lines that I'll be dealing with in good time, but for now, let's see what some readers had to say about it. Our first letter is from Anthony Crute, a relatively new writer at Marvel 2000 that's been getting a good bit of attention concerning his Doc Samson series (and rightfully so; it's a solid read).

_First off this is a brave choice to start off the series featuring none of the team whatsoever._

_That said...INVADERS! I go absolutely friggin wild over anything golden age in nature (seriously I have issues and am constantly trying to bring them back) so seeing the Invaders being ingrained in Ult continuity makes me happy (Where's Union Jack and Spitfire I may very well ask.)_

_Anyway the issue itself is a big long fight scene which is not a bad thing especially in such a well written one. There are several teases for future things coming up (mostly that you told us this stuff will be revisited) such as the red caped man (I want to know who he is)._

_A criticism of the issue is the characters seemed a little flat to me but seeing as they're not the actual characters and those who do return (if they do at all) will probably get fleshed out (saying that I did particularly enjoy Loki)._

_The ultimizations seen in this do need a mention and I think you know which too. As well as Golden Age, pulpy stories I also have a love for Victoriana/steam punk fun and so the steam powered metal man that is The Human Torch (making the name even more ironic) is just brilliant to me. The second is Namor who I also thought was a great and bold move just to make him a normal atlantean in the little bubble dome thing. Nice work there._

_The only real problem with this (and Meriades ultimate stuff) is it makes me want to contribute and I just know I'm going to have too much on soon but still the ideas I had previously for Ultimate F4 call to me._

_-Anthony Crute (review originally posted on the M2K message board)_

Thanks for the feedback! I had thought about putting more of the original Invaders into the issue, but it turned out fairly long as it was. Union Jack would have been the next to appear if I had allowed the story to grow another thousand words. I'm admittedly not very familiar with Spitfire, although maybe I could work some flashback scenes into future issues…

The red-caped man will be back very soon. He's going to be one of my favorites. I have this huge backstory worked out for him and I think people are going to be surprised when they learn who he is. Although, given Avengers mythology, maybe they won't be.

I purposely left the Invaders a little flat to try and entice the reader more. After all, this zero issue was supposed to set things up for the ongoing series, and as you pointed out, they weren't even the stars. I plan to go back and expand on them more but for now I'll just leave you wanting more. I had fun developing them and will look forward to fleshing them out in the near future.

Glad you enjoyed the not-so-human Torch and the aquatic Sub-Mariner. I originally planned to do just the same characters but thought it would be more fun as a steampunk kind of thing for the Torch. I think the visual is better and it lends a different quality to the character. Is Namor just a normal Atlantean? Hmm. I guess we'll have to wait and see on that one (he does need water in his breathing apparatus to survive on the surface, however).

Doc Samson has been doing great so far, so maybe once that's wrapped up we can get something moving on an Ultimate Fantastic Four title. There's always room for more!

Next is a small bit of feedback from Garvin Williams.

_Must say, I just read this and am intrigued in the direction you'll go with this title. I will stay tuned. Great start thus far!_

_A personal request, please put more Thor in this series, you've written him like the bad-ass that he should be from the beginning and I hope you continue in the arc, as he learns humility._

_Thanks, B/Rgds,_

_Garvin_

Glad I've got you intrigued, Garvin! I'll try and keep the book on a monthly schedule so as to not let a lull in the action. Oh, and I'll be more than happy to get a ton of Thor into the stories. In fact, he'll be popping back in sooner than you may realize.

Next issue, we'll see the throwdown between Commander Marvel and Iron Man (as well as the repercussions of that open canister)! If you've got some feedback for me, feel free to hit me up!

-D. Golightly

1-25-08


	3. Chapter 3

_**New York, New York**_

Janet Van Dyne hadn't expected to land in the middle of a firefight when she agreed to come to _Stark Enterprises_ a day early. She had been resting comfortably in her Miami apartment, enjoying a soothing bathe with one of her former coworkers from the modeling agency when the phone rang. She almost hadn't answered it, but after the third consecutive call she decided that it must have been important.

"Janet?" someone near her screamed. She didn't outright recognize the voice and was disoriented, forgetting for a moment where she was. "Can you hear me? Janet?"

She remembered slipping out the hot tub, much to the dismay of the man sharing it with her, and traipsed across the tiled floor to pick up the receiver. Before she hung up, Tony Stark had convinced her that the timetable for their research needed to be moved up as soon as possible and that the next flight to New York City had a seat reserved for her.

"Janet! Stay with me here!"

The male model didn't particularly enjoy being thrown out of her apartment, but the flight was set to leave in only a few hours and she had to pack. She remembered him from her last shoot in Prague, her last shoot anywhere. The money that had poured in from modeling around the world had helped to pay her way through school, along with the added benefit of a little adventure and excitement. She had never been one to play off her natural good looks, but when the chance to dine on the French Riviera, and get paid for it, came along how could she refuse? Two doctorate degrees didn't pay for themselves after all.

"Oh, God…please… Janet!"

After making a quick trip to her research office in Miami before hopping on the flight, to retrieve a canister filled with Pym's inert particles, Janet had spent most of the plane ride going over her notes. Henry Pym had been the project leader at the lab in Miami until Stark had thrown so much money at him that he left immediately, much like she was doing. He had left in such a hurry that he didn't even bother disposing of his failed experiments, something that Janet was very happy about. She had only been his assistant, but she had been fascinated by his attempts to control cellular growth at an atomic level. The research had shown early promise, the reason why Stark had recruited him in the first place.

But then Henry had some sort of falling out with Stark. Janet had been on the receiving end of Pym's attitude more than once, so she understood completely how he could have simply walked out on Stark on a whim. If she had known what an arrogant jerk Henry really was, she never would have slept with him.

"This is insane. I can't… What's happening? Janet, say something?"

The helicopter waiting for her at the airport upon landing was a surprise. Stark hadn't been kidding about starting as soon as possible. He didn't even give her time to breath with the whirlwind manner that he did business. A part of her admired that, however. He looked to be at least ten years her elder, but as with most men age only complimented him.

No sooner had the helicopter landed on Stark Tower than some crazed costumed freak had attacked them. She had only caught a glimpse of his blonde hair and glowing wristbands, but judging from the way he was tussling with another flying figure above their heads, he looked to be serious. Deadly serious.

"Snap out of it!"

Janet shook her head, focusing on the voice that had been yelling at her. It seemed like forever since a stray blast from the quarreling pair had indirectly caused the canister she had been carrying to unseal. The particles inside were inert, dead, useless, but for some reason she felt someone shaking her.

She opened her eyes and looked down at the canister lying beside her. There was a soft golden glow emanating from within it, a glow that didn't make any sense. The lid had been cracked open and beside the canister was something that seemed out of place. A stone, worn from what could have been years of erosion, and nearly as large as the open canister, was on its side touching the edge of the metal container. The strange thing was that it shared the some dull golden hue as the inside of the canister.

"Janet!"

She looked up into the face of Bill Foster, a man she had met only minutes ago. He looked worried, frightened. He was holding her by her shoulders and shaking her slightly, attempting to retain her attention.

"What happened?" she managed to finally say.

"Some lunatic jumped us," Bill explained. "We need to get into the building. Stark sent his chief of security to deal with it and we're only going to be…Janet? What's wrong?"

She tried to pull away from Bill's grasp, which was tightening for some reason. "You don't have to hold me so tightly," she told him as she swatted at his fingers.

His fingers. She looked at her left shoulder where Bill had his hand and felt her eyes open wide. She quickly wondered if she had taken a bump to the head during the attack as she watched in amazement as Bill's hand began to _grow_.

"What are you talking…" Bill paused as he pulled his hands away from Janet, looking her up and down with a curious gaze. "My God. You're _shrinking_."

* * *

**ULTIMATE AVENGERS**

Written by D. Golightly

"The End of Days – Part Two"

* * *

"Youse lousy pigs!"

A slender, somewhat short black woman shook her head and let out a small sigh. The insulting fat Italian man handcuffed to her wrist was tugging at the chain that connected them like a mother and child, which was of course useless. She instantly regretted the family analogy, hating the very idea of sharing anything with this man, even at a genetic level.

"Calm down, Sal, or I'll put in a call to Boss Marcone," she said. "That would solve both our problems."

"You wouldn't!"

She locked eyes with the goomba, doing her best to block out the sweaty stench of his body odor. If her job didn't force her into such close proximity with the creep should would just as soon leave him where she found him, curled up under a bedspring mattress in a cheap, ratty hotel.

"Wouldn't I?" she replied. "I'm sure he'd like to know where his biggest fink is being hidden through witness protection."

Sal's face lit up with fear and apprehension. "You're bluffing," he muttered. "Your badge—"

"Push me again and I may have just forgotten it at home. Get in the car." She opened the back door to a sleek, navy blue sedan and deposited Sal inside after shoving his head down. Once he plopped down on the upholster she shook out a keychain from her trenchcoat pocket and undid the handcuffs. "Keep your mouth shut all the way to Delaware or you'll wish Marcone had found you first."

"Delaware?" Sal exclaimed as he rubbed his wrists. "You're sticking me in Delaware? But…there's nothing there!"

"That's the point."

She slammed the back door and opened the front passenger one, slipping in beside her friend and partner behind the wheel. She let out another sigh and motioned for him to turn the engine over so they could get on their way. The car sprung to life and shot out into the busy New York traffic, making its way for the interstate highway.

"Don't let him get to you, Mon," the driver, a stylish, brown-haired man, told her. "These dirtbags all spit on us Marshals."

"Being a U.S. Marshal doesn't mean we politely wash our faces when they're spit on, Abe," Monica Rambeau shot back. "It means we spit back, especially with garbage like Guido back here."

"Hey…" Sal said from the back seat, although the muster had been sucked from his voice.

"Not really in the job description," Abe said. "We just track down fugitives and plug 'em back into the system."

"So he can live on our tax dollars just because he _might_ have seen something he shouldn't have." Monica crossed her arms over her chest while shaking her head slightly. "This guy didn't even guarantee he could put Marcone at the scene! I read the file, did you? His sheet it longer than this car. No way we can actually trust what comes out of his mouth. You ask me this is a waste of time, sticking him in a safe house."

"You know that ain't our call," Abe added. "Marshals aren't proactive like that."

"Yeah, well. Maybe they should be."

"How'd you find this guy so fast, anyway?" Abe turned the wheel, rounding the corner to head through downtown. He watched Monica out of the corner of his eye, trying to gauge her reaction to his question. "We had, like, thirty places on the list of possible locations and you ran them down in under an hour."

She shrugged. "Just lucky I guess."

"Luck doesn't have nothing to do with it. C'mon. I'm your partner, so spill. How'd you squeeze twelve hours of leg work into forty-five minutes?"

Monica opened her mouth but she didn't have time to think up a lie. A shadow swept over the windshield of the car, making her catch her breath between her lips. An impossible sight transpired directly in front of them, something that couldn't exist, and yet, there it was, heading straight for them.

Abe slammed on the breaks as a gut reaction to the weird scene, eliciting high-pitched screeches from the tires. Monica braced her hands against the dashboard to keep from slamming into it and her seatbelt tightened over her shoulder. Just as the car came to a full stop, the impossible crashed into the hood of the car. The windshield buckled inward but didn't shatter, leaving spider web cracking brimming out from the point of impact.

"Holy shit," Abe said under his breath as he looked at Monica, hoping for some sort of explanation.

U.S. Marshal Monica Rambeau just slowly shook her head in amazement at the sight of a man dressed in a tight red and black outfit lying inside their engine block. His arm stirred, pulling her eyes to the gold, softly glowing bracelet around his wrist. He sat up, and without saying a word, jumped into the sky and kept going. To her disbelief, the man _flew_ back into the air under his own power and was nearly out of their sight within a heartbeat.

"Nothing holy about that," Monica responded as she watched, stunned.

* * *

"Fall down, already!"

Marvel feigned to one side and then rolled to the other, flying gracefully through the air as he dodged both Iron Man's ranged attacks and his commands to yield. After peeling himself out of the car he slammed into, Marvel had fearlessly flown back to his opponent. With his speed he was back to the fight in a heartbeat, surprising the armored attacker. The late afternoon sun berated them both, often getting in their eye line as they circled each other high above New York City.

Iron Man made ready to repeat his statement, along with his volley of repulsor rays, but found that evasive maneuvers had become necessary instead. The golden wristbands that Marvel wore suddenly flashed to life, and Iron Man barely managed to dodge a streak of white hot energy that rocketed out of Marvel's arms. If not for his onboard targeting computers, he would have a much harder time of avoiding being hit for so long.

Even inside his armor, he was winded. Marvel seemed at home in the air, like he had been born to fly. Iron Man didn't have the precise control over his velocity that Marvel seemed to, even though his patented antigravity engine made the act of flying as simple as flipping a switch. It had taken his all to try and avoid being taken down by the mysterious intruder, and he knew that he couldn't keep it up forever.

"Every second you waste here is another second closer to all our deaths!" Marvel hollered at him as he swung up high into the air. The backdrop of their fight, New York City, already had a few chunks taken out of the sides of buildings, but Marvel fired off another blast anyway. It scorched the edge of Stark Tower as Iron Man ignited his boot jets and pulled back out of the way. "I need to speak with Anthony Stark _now_!"

"Like I told you," Iron Man replied, "he's busy. Why don't you try—"

"We don't have time for your excuses!"

Marvel rounded out his flight pattern and swung beneath Iron Man once passed the apex, rocketing toward him with fierce speed. Iron Man managed to aim his red gauntlets at the supposed Marvel, filtering power out from the same antigravity engine that allowed him to hover into his repulsor batteries, but he never got a chance to discharge the blast. Marvel tackled him around the waste in midair, forcing him back. He was in complete control of their trajectory, and he chose to use that control to his advantage. Proximity alarms blared inside Iron Man's helmet, but despite firing his retrorockets there was nothing he could do to stop Commander Marvel from slamming them into the side of Stark Tower.

Iron Man heard a section of the building's infrastructure buckle under the pressure once his own body pierced it. If not for the reinforced titanium mesh that composed the metallic skin beneath his armor, the shock of hitting something at such a speed surely would have crippled him. Even still, he felt the impact up his spine, sending a quick shudder through his entire nervous system.

"You're insane," he said while grappling with Marvel, who was floating freely just in front of him. Bring knocked into the building, which had blasted away chunks of glass and concrete, had disoriented him slightly.

"Stark is the crazy one," Marvel retorted with a gruff expulsion of air. "Unless I stop him he's going to awaken an evil that this world will not survive."

"Uh huh. Sure. Because randomly attacking people means you're sincere."

The central lens encased in Iron Man's chest suddenly flashed to life. A higher concentrated repulsor ray that rode only one wavelength of radiation as opposed to the two that his gauntlet repulsors emitted, dubbed a 'uni-beam,' erupted out in an explosion of light and energy. At first the point-blank blast washed over Marvel, staggering him in midair. A bead of sweat formed on Iron Man's brow beneath his helmet, wondering if even his most powerful weapon would have absolute zero effect on the madman, but after a moment of pure, unbridled punishment, Marvel caved and was thrown back.

Iron Man closed the uni-beam lens and let out the breath he had been holding. His suit was dented but the damage report scrolling across his HUD told him it was mostly superficial. One of his gyroscopes was slightly calibrated incorrectly from the force of being pushed through a support beam, but otherwise his systems were nominal.

It was his turn to peel himself out of something as he grabbed onto the edges of the vertical crater he had helped create, hoisting himself into the open air where his antigravity engine took over. His boot jets ignited once more, helping him maintain his balance. Before chasing off after Marvel, though, he remembered something that had caught his eye before the fight had started.

The stone orb. Marvel had brought an identical one with him here for some reason. It appeared to be exactly the same as the one Bill Foster had been instructed to study. Where had it gotten to, and why did Marvel have it? For a moment he pondered if there was a connection between the stones and Marvel's intrusion on Stark Tower, but an unusual sight caught his attention before he could dwell on the idea for too long.

The man he recognized as Bill Foster, a man of average height and build, had magically grown to be at least twenty feet tall. Iron Man blinked, unsure of what to surmise from the information his corneas were transmitting to his brain. It was impossible, but so was a man flying under his own power, and he had witnessed that firsthand.

What was even more inconceivable about seeing a giant version of the scientist was that he was _still_ growing. Between the time it took for Iron Man to conceive of the notion and to then process the idea, Bill had sprouted up another three inches.

"What in the hell is happening to me?" Bill screamed. He stared into his open hands, which were now large enough to palm a car. He had shirked off his lab coat, leaving just his tan slacks and an oxford covering him, which for some reason weren't tearing away. The apparel seemed to increase in volume as he did, baffling him even further. "Janet…where's Janet?"

Iron Man scanned the rooftop but saw no sign of Janet van Dyne. He hoped that she had been smart enough to duck into the stairwell once the fight had started, but all he noticed was the open canister lying on the ground that she had transported on the helicopter. Beside it lay the duplicate stone that he had knocked away from Marvel, and both were eerily glowing with a soft radiance.

An alarm blared on Iron Man's HUD, but by the time he realized what it indicated, Marvel had flanked him and unleashed a torrent of energy that sent him spiraling away. "Your attention is best spent on the fight," the airborne Marvel stated. His bracelets wafted a yellow trail of light particles, left over from the manipulated energy he had expended.

The Commander now looked over the enlarged scientist himself, tilting his head in contemplation of the odd sight. He dismissed it, citing no reason to get involved upon seeing his stone on the roof. He swooped down on top of Stark Tower, letting his feet touch the surface, and walked quickly over to the item he had dropped. The manacles around his wrist matched the resonance of the orb as he approached, making him pause before picking it up.

"What did you do to me?" the lumbering voice of Bill Foster asked as Marvel approached.

Marvel shot him a glance and then returned his eyes to the stone, examining it for any cracks that may have occurred from the drop. "Answer me!" Bill roared, but Marvel didn't even turn his head this time.

Bill Foster was a man of science, a man that preferred reason over violence. Logic and rational thinking could solve any problem. No matter the situation, there would always be a processed explanation, even for the fantastic. Two and two always added to four, regardless of the circumstances.

So, he surprised himself when instead of calmly and rationally looking at his predicament objectively, he slammed his palm down onto Marvel's head, flattening him out like a bug.

Bill pulled his enlarged hand away, stunned at the sight of Marvel lying flat on his back, pushed down into a freshly made dent in the roof. The otherwise pristine rooftop now had a crater embedded in it, with the aggressive Commander Marvel at the center. "Whoa," Bill said as he looked back and forth between his hand and Marvel. "I…whoa…"

Marvel shot up out of the crater in a flash, striking just under Bill's chin with a solid uppercut. Bill felt his teeth clack together from the hit as he tumbled back over his own feet, tripping. Standing at least twenty-five feet tall, he crashed down in a heap with his now massive bulk shaking the rooftop once he fell. A pain stabbed him in his side, and he realized that one of his ribs had cracked under the pressure of his own weight.

"How many of you do I have to knock down before you give up?" Marvel demanded, although his comment fell on deaf ears. Bill had passed out from both the pain in his side, and the shock to his system.

He bent down to pick up the dropped stone once more, cradling it in his hands. He was determined to get inside the building and find the famous Tony Stark. He doubted that the man would listen to him reasonably at this point, given the state of unrest he had caused. But that didn't matter. The only thing that mattered to Marvel at this point was collecting the other stones before someone else.

He pulled back his fist, ready to knock in the doorway to the stairwell that would lead him to the lower floors of Stark Tower. As his tightened fist cocked, he heard a tiny whirring noise that caught his attention and seemed out of place somehow. The noise was quickly growing, becoming more and more irritating. He paused, wondering where the noise could possibly be coming from. It sounded so close, but he couldn't see anything nearby that might be the source.

What had started as a low-pitched humming suddenly blared into a full-blown siren that nearly ruptured his eardrum. He threw his head back and gripped the side of his head that the noise seemed to be on, gritting his teeth from the harsh noise that assaulted him. He stumbled back, disoriented and confused as to what was happening to him. He looked all around the roof, but could see no one else other than the unconscious enlarged Bill Foster.

He felt a sudden tap on his right shoulder and turned. "Hey, blondie," Iron Man said. "Fight's over."

Taking advantage of the disoriented Commander Marvel, the armored employee of _Stark Enterprises_ landed a punch square on his jaw, knocking him out flat. Iron Man wasn't sure that he would have been able to land the hit without that weird buzzing noise as a distraction, or if it would have done anything without the augmented strength the servos in his armor granted. The rounded stone orb Marvel was clutching rolled out of his arm, lying beside him on the roof. Iron Man stepped forward to retrieve it, but the sudden quietness caught his attention. The noise that had been disrupting Marvel's attention so much had ceased.

He looked over the roof again, but this time with sensors instead of eyes. He chided himself for not thinking that something incredible could have happened to Janet the way Bill had been affected. The stones were strange enough, having simply defied all the tests they had been run through. Furthermore, Bill was now proof that they contained some kind of untapped potential, and it was sophomoric for Iron Man not to think that Janet had been unaffected by its presence as well. Like Bill, she had been at ground zero when both the stone and the canister had been struck.

The canister. Iron Man pulled in a deep breath, realizing exactly what had happened. He tossed a quick look at Bill, who was now starting to move, and began to worry. He scrolled through the visual options on his HUD, adjusting the magnification in his visor. He fervently swept his zoomed gaze across the roof, praying he wasn't too late. When that yielded no results he swore and switched to an infrared setting.

There, only a few feet away from his right foot, he saw an anomaly. A small blip that was moving just barely enough for him to take notice. The stairwell door burst open and someone called to him, asking what was happening and if he needed help. He recognized the voice as one of the lab technicians and replied, "Stay back, Eric! Get back inside and don't let any personnel up here. Call the police, tell them everything is under control."

The startled employee nodded slowly as his eyes looked around, amazed at the scene of the struggle. He slowly nodded and shut the door as Iron Man leaned down and scooped up the tiny red thing that his visor had registered.

By magnifying his ocular lenses even more, Iron Man could finally make out the tiny, frail form of an exhausted Janet van Dyne. She was breathing heavily and looked ready to pass out. There was a warm glow surrounding her, and although she looked horrified at her predicament, she appeared to be fine. He held her in his own armored palm, which was relatable to a football field as far as she was concerned. He heard Bill roll onto his side and groan, prompting him to stand back up.

"Sweet Moses," Iron Man muttered. "Things are getting out of hand."

A brilliant red glare burst from somewhere behind him. It startled him enough that he nearly tilted his hand, which would have sent Janet's miniscule form flying away. He quickly flipped his visor back to its standard setting and hefted his other arm to block the light. "Oh, great," he said upon seeing a pair of floating figures come out of the glare. "Just what we need. More flying weirdoes."

The first of the pair, who was slightly closer in the air to the roof, was garbed in a flowing red cape that just barely covered a striking bronze chest plate. A helmet covered much of his face, complete with a red plume at the top that made him look like an ancient gladiator. Crimson energy boiled off of his body, although Iron Man made note that it was beginning to die off, a sign which he hoped meant there were no hostile intentions.

The second person was a woman, and in place of her companion's red aura was a golden one that seemed to not only surround her, but permeate through her. Whereas he obviously hovered under sheer will, she looked to belong in the sky as much as the rays of the sun itself. Her radiance dimmed, but remained constant as if waiting for the red caped man to give the order to attack.

Iron Man raised his gauntlet in preparation to pick up the fight anew, but the warrior in the red cloak shook his head. "Your strength is best used elsewhere," the warrior said. "My harbinger and I should have prepared you earlier, but as the bullheaded Marvel pointed out, time is short."

The caped man gently touched down to the roof in front of Iron Man, while the woman remained floating in the air above them all. She kept one eye on the fallen Commander Marvel and slowly opened and closed her fist several times while she waited.

"Time is short until what?" Iron Man demanded to know. His irritation was beginning to get the best of him; reasonably so.

"The end of days," the crimson warrior replied almost casually. "Some call it Armageddon, others call it the apocalypse. But according to the never-ending cycle of the gods this silent war involves, it is known…as _Ragnarok_."

* * *

_**Somewhere in the Artic Circle**_

"And why would we help you, the one treacherous member of that infernal city that sought to dispose of our kind?"

The question had been asked by a creature that science denied, an ethereal spirit encased in a body formed from the frozen landscape of the artic. It had been the first to form of many, the largest of the banished Frost Giants that the dark sorcerer Loki had summoned to the Earth realm. Icicles hung on the words spoken, adding a dash of cold hostility to the already thick tension between the parties.

Loki pulled his purple robe tighter, trying to keep out the harsh winds of the artic, before clearing his throat and saying, "Because your strength is unparallel. Because I sympathize with your expulsion from heaven. Because I have the power, and the opportunity, to grant you access to Lord Odin himself so you may pay him back from what he did to you."

The ten Jötunn collectively laughed at the comparatively feeble Loki, reasoning that his size was in direct correlation to his ability. While the vessels they wore on Earth were impressive, standing a hundred feet each, they were the normal size for a breed of their ilk.

"Power, you say?" the lead Giant continued. "What power could one such as you offer to the Jötunn that might persuade us?"

The twirling stone orbs began circling around Loki once more. He now had three of the original six stones, thus placing him at the halfway point of his plan. "Do you recognize these? Perhaps not. But inside this brittle stone rests the power of the universe, and when I gather the other three I will be able to open them and retrieve the gems inside."

"Gems?" The Frost Giant scoffed, the act of which broke away chunks of ice from his chest. "What need have we for precious stones?"

"Oh, these are no mere gems. They possess infinite power, the power I will use to end the insanity that is Ragnarok, freeing all of us from our trapped fates."

At that remark, the Jötunn ceased their laughter. They knew the weight of the words Loki said, which were heavy enough to not only gain their interest, but cause them alarm.

"Power you may have…but what of opportunity?"

"Ah, yes," Loki said. "The opportunity has been presented before me by several unknowing individuals that haven't the slightest idea of what they have stumbled upon. They have even gathered the rest of my sought treasures for me, bringing them to a place called New York. Help me destroy them and I swear I will give you the retribution against Odin you deserve!"

The Jötunn stood to his full height, turning his massive head composed of ice toward one of his brethren, silently looking for comment. A simple nod was all he received, suggesting they were all in agreement. "Very well," the Jötunn finally replied. "Tell us what we must do. We pledge our strength to you, Lord Loki."

Loki smiled and rubbed his hands together. It was the first time he had been called Lord, and if his plan reached fruition, it would not be the last…

* * *

**MAIL CALL**

Possibly one of my favorite heroines of all time is Monica Rambeau. I've written her in several instances and she always remains fresh to me. I'm not entirely sure why…perhaps it's because she's insanely powerful, a former leader of the Avengers, or even just that I never felt she was given her due at Marvel.

Oh, sure, she had a limited series here and there. Guest appearances and back-up features. Background support, reserve status, blah blah blah. But that poor girl just couldn't hang on to a name to save her life! Captain Marvel, Photon, Pulsar, and probably three or four that I've forgotten. Who's to blame? Genis-Vel, the functionally retarded son of a legendary hero. Mostly, anyway.

So, why then am I featuring her alongside my re-imagined Marvel? If I'm bitter over their connection in the first place, why place them together and then write this little entry bitching about it? That's a good question; one Doc Samson would have a blast with, I'm sure.

This book is all about the fresh start. The redo. The take-back. The reset button. I'm taking shit that happened in the real books and making it my own, starting from the beginning. That means I get to make right (in my eyes, at least) what Marvel got wrong. Monica is a rich, deserving character that should have been on par with Wonder Woman and Ms. Marvel. Instead, she kept getting pushed around and held back. Maybe I'm exaggerating it too much, but if you think so…send me a letter and try to convince me I'm wrong. And, speaking of letters (how's that for a transition!) we have a bit of feedback to go over!

From Jake Spade, a relatively new guy on the fanfic scene who jumped straight into the fire by forming his own site right out of the gate.

_Hey Dave,_

_First off I want you to know that I'm not emailing you to kiss your ass or anything else. You asked for someone to give you the courtesy of a review and that is what I'm doing. The reality is that I have nothing bad to say. In reading your second issue, I felt it was best to go back and re-read the first again. With the momentum going from one to the other, I saw the grandeur of the epic storytelling that I love. I can tell that this isn't going to be a shitty rehash of the Ultimates. I wouldn't expect anything that tripe from you, though. Your choices in characters so far are intriguing. Commander Marvel is key. Your version of Loki seems more intelligent than the Marvel Universe's. Tony Stark seems like Tony Stark which isn't a bad thing. I can feel Tony's pompous swagger but it's okay. That is who he is. The one thing I really dig is that Tony isn't in the Iron Man getup (or is he?). I like the idea of Loki tracking mystical objects. I do feel like you have many stories that will come out of this. Don't loose interest because now I am on board._

_- Jake_

Thanks for the letter, Jake! I did indeed solicit for reviews and I'm glad you responded. The feeling of an over-arcing epic story building (even just between the first two installments of the series) is definitely there on purpose. Before I wrote a single word of the first issue, I plotted out twenty-two stories. Yep, there's gonna be a hell of a lot of stuff coming down the line soon. Things will build quickly and explode just as suddenly.

I really wanted to keep away from 'The Ultimates' feel for the book. Those are great characters, but I wanted to go for a more classic hero setting. The characters here are modern, no doubt, but they're taking their cues from Lee and Kirby instead of Stallone and Schwarzenegger.

Loki has possibly the most drastic difference in his conception as he's not a bitter god at all. He's a bitter reincarnation of a bitter god. Bitterness times two! And Iron Man…well, the biggest surprise for his character won't be coming for a while, but I would bet my life savings that no one will guess what it is. In fact, I'm open to guesses. Anyone got a clue what Iron Man could be hiding?

As always, feedback is greatly welcomed and appreciated (even if it's negative). Hit me up and be sure to let me know if there's anything I can do for you in return of the time you took to drop me a line.

Now, before you run off and jump to another link on the site, I have one more surprise in store for you: a back-up feature starring those lost warriors of WW2, the Invaders!

* * *

**THE INVADERS** in…

"Race to Save the World!"

* * *

_**France, 1944**_

"You wretched Invaders!" a man in a dark blue and yellow costume screamed at the top of his lungs. "You will fall before the Third Reich's greatest warrior, Master Man!"

The Nazi superhuman, Master Man, dove for the collection of heroes that had stood to oppose him. His blonde hair, cut close to his scalp, helped signify the visage of the master race that he and his superiors obsessed over. His bulging muscles swelled inside his outfit, augmented by the synthetic chemicals that coursed through his veins. On his chest blazed the swastika, marking him for what he truly was.

Five legendary heroes awaited his descent, each ready and willing to lay down their lives for the woman they protected. They had been appointed the task of getting her to a secure outpost, and that's exactly what they intended to do. Their leader, a champion that was easily recognizable from the colors he wore, lifted his shield over his head and replied to the Nazi's challenge with a battle cry, "Invaders, assemble!"

Commander Marvel was the first to act. Once Captain America lowered his shield Marvel blazed by overhead, fists outstretched to meet the coming challenger. His skills had been hardened by his time spent in the Kree armada and was more than willing to take up the fight alone.

"Perhaps we should find cover," the robotic Human Torch said to the two women at his side. "I have had the unfortunate experience of dealing with Master Man before, and I am afraid that the Commander, strong he though may be, will not hold him back for long."

"Agreed," Lady Liberty responded as she turned to another of their members. "Namor, can you and Captain America cover us while we make our escape?"

"The Sub-Mariner will not allow him to pass," the aquatic hero said as he too took to the air.

Captain America looked over his shoulder and looked at Lady Liberty, the Human Torch, and the woman they were charged with transporting safely. "Keep moving," he said with conviction. "We'll hold him. Your mission is too important to not succeed. The whole war depends on it!"

And with that declaration, Captain America ran forward toward the fray and let his shield fly through the air. Even though most would dismiss the shield as a mere defense, the hero of the Second World War has mastered its use offensively. Marvel, knowing what the leader of the Invaders would do, had already swung behind their foe and wrapped his strong arms around Master Man, holding him in midair. The shield stayed true to its owner's intent, catching Master Man under his chin and knocking his head back.

The Sub-Mariner quickly followed up the blow with a pair of his own, using fists attuned to the depths of the oceans instead of projectiles. Master Man took the hits, held back by Commander Marvel, and spit out a mouthful of blood. Although it looked like the Invaders had the drop on their enemy, they knew it wouldn't be long before the Nazi shook them free and went after his target.

"I do not wish to flee," the woman they were escorting, and the one person Master Man had come for, said as she watched the brutal fight over their heads. "I can fight with you, help you—"

"No," Lady Liberty said with a dismissing wave. "And we don't have time to argue. If what you told the brass back at SHIELD headquarters was true, then we can't risk you getting hurt."

"I am sorry, Sharon," the Torch added. "We must run and warn the French Resistance before it is too late."

"Okay," Sharon said. "But since we're all using codenames, you might as well call me by mine. Call me Agent 13."

The trio had just enough time to turn and see something fly by over their heads. A green and white shape rocketed by, plummeting back down to terra firma in a heap, opening up a smoking crater once it touched down. "Marvel!" Lady Liberty screamed as she outstretched a hand toward their fallen compatriot.

If the Torch had muscle and tissue covering his face instead of tempered steel, he would have cast a hated look at the supposed Master Man. Ever since he had first encountered a group of Nazis upon his activation, he had been determined to bring their cruel ilk down. The twin smokestacks on his back puffed out smoke, signaling that the combustion had begun deep inside his casing. Tiny twin flames sprung to life at his wrists, fed by the special fuel that only his maker had concocted.

"I hope you are armed, Agent 13," the android said. "We will hold this monster back as long as we can. Start running and don't look back!"

TO BE CONTINUED…


	4. Chapter 4

_**New York, New York**_

"Hey! I'm talking to you, you little punk!"

The blonde-haired youth that was the target of the comment flicked a look of bored interest to the speaker. Lights flashed behind him through the dirty window as the subway car they occupied rocketed through the underground labyrinth. There were only a few people spaced throughout the car and the teenager had been left alone until now.

He plucked one of the ear-buds out of his ear, filling the immediate area with the heavy thrashing music that brought about visuals of pink hair, ripped pants, and high-pitched singing. "Huh?" he said loudly at the man who had spoken to him.

"You're in my seat," the man, who looked to be in his mid-thirties, replied. "I always sit in that seat and I can't do that if you're there. Get up! Now!"

The man looked like he might have an aneurism if he didn't get what he wanted. The blonde youth sighed and returned the ear-bud to where it belonged, crossed his arms over his seemingly frail chest, and closed his eyes to enjoy the music. He hated riding the subway. It seemed like every time he had to go somewhere in New York he encountered some crazed weirdo that gave him shit. He didn't even want to leave his apartment but the strange compulsion to head downtown to the business district made him. It had happened only one other time in his life, when he had been prodded to retrieve the strange stone orb he currently carried in his backpack.

"Hey!" the man exclaimed. "Gimme my seat, you punk!"

The man gripped the youth's shoulder to forcibly remove him from the plastic seat. To his surprise, the teenager placed his hand atop the man's, and with amazing strength that defied his thin body, peeled it off his shoulder. The man fell to his knees and whimpered as the youth stood, still bending the man's fingers back to the breaking point.

The subway brakes squealed and the car began to rapidly slow down. The youth released the man's reddened fingers and walked to the door, which opened once the car had come to a complete stop. He quietly hummed along with the tune piping directly into his ears as if the altercation with the man had never even transpired.

He didn't even give the inhuman strength he had just displayed a second thought, nor had he since that first unconscious summons to retrieve the stone orb. It was like second nature to him now, among other things.

The subway platform was filled with people eager to get to their destinations, all pushing by him. Wadded up paper was strewn about the floor beside other refuse, and he frowned slightly when he saw a ragged man curled up on a bench. He hated coming downtown, but what choice did he really have?

He trotted up the stairs and breached the surface, feeling the warm sunshine on his face. More people rushed by him, running down the stairs. In fact, nearly everyone he saw was running by him in the same direction, and some of them looked spooked. He pulled the ear-buds out again and looked down the car-packed street to see if there was something specific they were running from. The moment the the booming music had left his ears it was filled with screams that had been born of nothing but unbridled fear.

"Holy shit…"

He gazed down the street and saw the reason why traffic had stopped, why people were running in terror, and why he had been mentally forced against his will to travel downtown: three monsters that were easily a hundred feet tall stood roaring at the end of the lane.

One of them stomped down onto a car and crushed it easily beneath its mass. Flakes of what looked like ice chipped off of the massive foot, melting in the hot sun once separated from the giant. The features on the giants' faces were carved out of solid ice, with frost and crystals formed over the eyes and mouths.

"Guess this explains a few things," the teenager muttered as he walked casually down the street toward the Frost Giants. Where the other citizens looked alarmed and frightened for their lives, he looked interested and excited.

He flexed his right hand and there suddenly appeared a blue-white object made of pure energy. Lightning danced across its surface and it seemed solid enough even though it was translucent. The form it took was another curiosity, although like this great strength, it did not shock or surprise him.

The hammer, made of energy lent to him by the same entity that shared his mind, would be his weapon of choice as the approaching battle commenced…

* * *

**ULTIMATE AVENGERS**

Written by D. Golightly

"The End of Days – Part Three"

Conclusion

* * *

_**Twenty minutes ago…**_

"I demand to speak with you in person."

The now conscious and calm (comparatively) Commander Marvel stood with his arms crossed as the gathered people stared at him. Only moments before the collection of men and women had been atop Stark Tower, fighting with a brunt force that few people in the history of the world could conceive of. Marvel had addressed the floating flatscreen television that showed the visage of Tony Stark himself, and the billionaire looked none too pleased.

"I'm afraid that won't happen," Stark replied smoothly. He brushed absentmindedly at his goatee, which was as dark as the thick hair on his head. "But my bodyguard, Iron Man, will be my proxy, if not in spirit then in physicality. I'm sure you remember him."

Marvel shot a quick look at the red and gold armored figure standing beside the screen. Iron Man had been the one that had landed the final blow to end the fight, although Marvel knew that if the enigmatic red-caped man standing to the side had not appeared that the battle would probably have raged on further.

"Tony," Bill Foster said, drawing everyone's attention to him. "We don't have time for a pissing match. Look at me!"

It was hard not to look at the black scientist. Bill Foster, amazingly, stood nearly fifteen feet tall. When on the roof it hadn't been a problem to stand up straight, but now that they had come inside to Bill's lab he was hunched over, barely able to keep his head from bouncing against the ceiling. Somehow a stray blast from Marvel's wristbands had engulfed him, along with Janet van Dyne, and changed them on the molecular level. Even though the strange man in red and his glowing female accomplice had urged them to heed some kind of warning, all he wanted to do was examine the damage done to his body.

A small squeak replied to Bill's exclamation, only made audible by the sound equipment she had spoken into. "And what about me?" she said. Now that she was only a few centimeters high, using the microphone and speakers that Iron Man had cobbled together for her was the only way anyone could understand her. "We need to analyze the inert Pym particles I brought and find out—"

"I'd say they aren't inert anymore," Iron Man said. He motioned to a Plexiglas cube on the lab table behind him where he had stored the second stone orb that Marvel had brought. It sat humming with silent power next to a duplicate stone that Stark had already found. "I think it's about high time our new friends enlighten us a bit."

Bill shook his head and muttered, although with his now enlarged vocal folds and lungs, even speech beneath his breath was easily heard. "Flying guys in Halloween costumes…magic rocks…and now I'm impersonating characters from _Gulliver's Travels_…"

"You may call me the Scarlet Centurion," their watching guest stated. His voice carried well throughout the large lab, almost penetrating each and every one of them. His crimson cloak hung over broad shoulders that seemed too rigid to move, and it was only when he parted the cloth did they see that he wore golden, hued armor plating around his torso. His helmet matched what they would attribute to similar ones from films such as _Spartacus_ and _Ben Hur_. His mere presence in the room commanded attention, stolen away only by the angelic glowing woman behind him, who thus far had remained silent.

"I have been witness to countless battles across the globe, the majority of which have been fought over those stone trinkets you have eagerly collected," he explained. "Those stones house a secret that could spell doom to all of us, an Armageddon that has been scribbled down in antiquity under various names, but is rightfully at this junction called _Ragnarok_."

"So you said on the roof." Tony Stark's screen floated forward, held aloft by magnetic devices that he had invented and patented, placing his face directly in front of the Centurion. "Part of the legend of Thor, if I am not mistaken."

"You admit to this knowledge?" Marvel proclaimed, his temper flaring. "I sought you out, Stark, when my own stone warned me of the impending End of Days, an end you would cause!"

Commander Marvel's bracelets began to glow like before, charging the air with energy. Tiny bubbles of bent light formed around his wrists, preparing to be pulled in and unleashed in a torrential stream that could incinerate steel. Before he could level his arm to attack, however, the silent angel behind the Centurion swam through the air almost elegantly between the ticks of a second, grasping Marvel's wrist. The bubbles of condensed power sputtered and died away instantly, absorbed by her flaring aura.

"You will allow my master to speak," she said. "Or I will remove you."

"And who are you?" Marvel ripped his hand out of hers, but did not press the struggle.

"My name is Photon, and I've handled bigger children than you. Shut it."

"My harbinger alludes to the more immediate danger, which is what brought us to you all," the Centurion interrupted. "Time is short. We must act quickly or all will be lost."

Iron Man glanced up at Bill Foster and then back to the table where, if he were zoom in using the lenses in his helmet's visor, he could see Janet waiting patiently. He turned to the screen projecting Stark's image and nodded.

"I get the sense that we're in over our heads," Stark said. "Please. Continue."

The Scarlet Centurion bowed his head so subtly that they might not have even noticed. "Already an evil descends on this city, homing in on the power that the stones guard. Loki, housed within a mortal body, has called forth the Frost Giants of Asgard to help him retrieve the stones so that he might break the cycle of Ragnarok. If he is able to take the stones and crack them, more than just this world will perish in a hellish blaze of fire. The last time Loki attempted this feat he was thwarted by those like yourselves. Beings of immense power and fortitude that became legends in your history books."

"The Invaders," Iron Man stated.

"Precisely. I watched as they all fell to his might decades ago. The stones were taken from him, but if it had not been for the intervention of All-Father Odin, Loki would have secured them within a short time."

"Odin?" Stark's pixilated image asked. "The head of the Norse pantheon?"

"Odin's eye had been watching his sons brawl, which is one of the signs of Ragnarok. The use of the ogre called the Destroyer had also been a part of Loki's plan, the first catalyst to catch All-Father Odin's eye, although I do not believe he was aware of it. Regardless, Odin placed Loki on the Isle of Silence where his spells would have no voice. The god of mischief has finally been able to break free for whatever reason and now seeks to succeed where he failed."

"But why?" the augmented voice of Janet inquired. "What's the point? Is he suicidal? If this…Loki character actually triggers the end of the world—"

"Not the end of the world," the Centurion responded. "The end of _existence_. As the reincarnation of a dead god, this mortal Loki knows that his place in the cycle of Ragnarok will continue on into eternity. He will never know peace. He seeks an eternal slumber and will crush all who stand in his path."

"And what do you get out of this?" Marvel said. He stepped around Photon, making sure he didn't brush against her. "I came here because I thought Stark was the one who was gathering the stones. If you knew what was happening all along, and even _watched_ from afar, why are you doing nothing until now?"

"This is my purpose. My curse. I need not say more than that for now."

Bill shifted unsteadily, trying not to bump his head against the ceiling. "And what about you?" he said with an accusing finger pointed at Marvel. "You're reckless, egotistical, careless, _and_ you have a stone too! Look at what you _did_ to me and Janet. _Look!_"

The mammoth fist moved faster than Marvel would have thought possible, and Bill landed a solid punch to the Commander's chest. Marvel was flung back against the lab's wall, slamming into the flat surface and cracking the drywall open. The anger in his eyes flared to life as did the bands around his wrists, but the presence of Photon directly in front of him made him pause.

"Haven't you been listening?" she said. "All of you! Loki is coming _here_, and he's going to kill whoever he has to in order to retrieve the stones. We have to do something!"

"We?" Janet's voice said. "_We_? The only thing _I_ need to do is find out how to remove the Pym particles from my system so I can get back to normal. This is not what I signed on for, Tony."

"Photon is right," both Iron Man and Tony Stark's image said at the same time. Iron Man flexed his caged fingers while Stark continued, saying, "Like it or not we're in this mess. Together. With the power we have at our disposal, we almost have an obligation to try and stop Loki. Even if we did nothing he would still come for us. He wants the stones, and since we know what he's up to he'll want to find us and learn out what we know."

"How much time do we have?" Iron Man asked.

The Scarlet Centurion turned his head to stare at the blank wall. His eyes went out of focus momentarily, only to snap back after a few seconds. He turned back to face them, saying, "He has come."

* * *

"Let your rage run free, my brothers in arms! No man can oppose us and _live_."

The battle cry of Loki, heard by the ten towering Jötunn that thrashed down the streets of New York, encased in their vessels of ice and crystal, was answered by an unintelligible and primal response. In their hundred-foot tall bodies they had no breath, or even lungs, but the magicks that had summoned them to this plane made up for such simple things.

Loki flew at the head of the pack, randomly casting stray bolts of magical energy into the city, more often than not striking a stray runaway. One was reduced to a pile of ash upon being struck; another was transfigured into a grotesque semblance of what a human looked like from the inside. The three collected stone orbs that Loki valued so much swung around him slowly as he flew, adding their power to his.

The Frost Giant nearest the front squeezed through an intersection, letting his lumbering feet fall where they may. The streets were barely wide enough to contain them, and wherever they were forced to stoop because of a building's overhang, they merely swatted it down like so much tinder.

The ten outcasts of Asgard gratefully followed Loki toward his prize. They anticipated his fulfillment of the promise he had made at the cite of their summoning: power enough to overthrow Odin himself, not to mention their freedom. So blinded where they for their chance of revenge that they had not inquired as to the prince of lies' very nature. But Loki would soon have enough power to conquer even the great Jötunn if they dared to cross him. For now they were a means to an end. The end of _all_.

Stark Tower, the location of two more of his precious stones, loomed in the distance. He could already feel the pulsing of the orbs, so ready to be picked up by his gloved hand and added to his collection. The third was also nearby, but he could not decipher its location yet. Once the other two were his the last stone would never be able to hide and then the contents would give him the power to escape his own inevitable doom.

Barely a block away from Stark Tower, Loki paused to take in the landscape. He couldn't help but notice that a few of the surrounding buildings looked to be battle-scarred already. It caused him no alarm, but it did seem rightfully out of place…

"My lord!" one of the Frost Giants bellowed from behind him.

Loki pivoted in midair with a sweep of his purple cloak just in time to see a red and black object soar through the sky and strike the lead Jötunn. So small was it in comparison that it looked to be no bigger than a single person, but how was that possible? Even if it could somehow be a person, he had not known of any of the Invaders surviving to this day to plague him.

Whatever the _thing_ was, it collided with the Frost Giant's head, caving it in instantly. Shards of jagged ice splintered off of the magically formed body, spilling like lifeblood. Flakes of snow fell to the street, shaved off from the force of the thing's impact. The head of the Jötunn virtually _exploded_ as the thing pushed completely through and kept flying away.

Magic can only account for so much of a spell, as the being it is cast on must be accountable for its allocation. Once the head of the Giant was destroyed, so to was it's spirit shattered in a similar fashion. The rest of the frozen body, formed from the Artic landscape and not meant for the hot New York scene, began to instantly melt as the soul entwined within it was ripped back to Asgard. The other Frost Giants were captivated, so sure were they of their own power, and surprised that Loki had not instructed them as to this possibility.

"Who _dares_?" Loki demanded with a flash of green and golden power. "Who dares assault the army of Loki?"

The red and black thing that had tumbled effortlessly through the first Jötunn slowed and abruptly stopped in the air before moving out of sight. Loki, shocked to see the face of a man he long thought dead, grimaced in reply to the smirk he was given. The costume and bracelets were new, but the facial characteristics of an old hated enemy were still there.

"I dare, Loki," Commander Marvel said stoutly. "And so do my friends."

_Thump!_

_Thump!_

_Thump!_

Bill Foster's huge feet smacked the pavement like piledrivers as he charged down the avenue toward the nearest Frost Giant. With a bit of concentration he had enlarged his size to nearly twenty-five feet, only a fourth of the height of the towering Jötunn, but enough to make himself less of a pest and more of a threat. He had nearly passed out from the exertion of growing so much, but he was pleased to see that he had some sort of control over his condition. He would have preferred to stay back in the lab, but Stark and the Centurion were both right: they were in this together. After all, Loki would come for him soon enough. He saw no sense in hiding.

Bill slammed into the shin of the closest Frost Giant, catching it off guard and knocking it off balance. It stumbled back and began to tip over, lifting it's right foot. Bill crouched down and slipped his enormous hands under the foot and pushed up, aiding the Giant in it's fall. With his increased size came increased strength, proportional to his mass. It fell into another Giant and their arms became intertwined, the screeching sound of ice scraping on ice ringing as loudly as nails on a chalkboard.

"Good job, Bill!" Iron Man shouted as he roared by overhead with his arms outstretched and his palms open. The armored hero channeled the energy generated by his antigravity engine into his red and gold gauntlets, unleashing a torrent of repulsor rays against the frozen creature. The energy was strong enough to punch a hole into the neck of the Frost Giant, severing it's head completely from it's shoulders. Like the first, it's spirit was vacuumed away from it's body and returned to the damnation Odin had set for it a millennia ago.

"Crazed fools!" Loki exclaimed as he readied an onslaught of spells to launch at the arrived heroes. "Whoever you are, you fight for nothing! I, Loki, am now the catalyst that _breaks_ the cycle, so long as I have my talismans!"

The arcane symbols lining his gauntlets began to glow with life, a side effect of the spells he used when tapping into long forsaken power. With a small gesture of his hands, he manipulated a pair of street lamps near the enlarged Bill Foster, forcing them to snake around his legs and hold him in place. The Jötunn that had caught his brother after being knocked over saw the opportunity and delivered a powerful kick into Bill's chest, dislodging him from the street lights and sending him flying back. The scientist crashed into the face of a storefront and cried out in agony as he felt several of his enlarged ribs snap under the pressure of the crash.

Commander Marvel swooped under one of the Giant's arms, saying, "Then we'll just have to remove those things, won't we?"

Marvel poured on the speed and ascended for the awaiting Loki, his fists outstretched over his head. Iron Man called out a warning, but the red and black-clad warrior ignored him. The stones around Loki abruptly stopped circling him and formed a thin blue shield around their master, solidifying the very air into an unbreakable wall, which Marvel promptly slammed into. Invisible force rippled out from the collision, smashing nearby windows near the twentieth floor level. Marvel wavered back, woozy, shaken, and disoriented.

Loki took advantage of Marvel's stupor and pressed forward, reigning down blows empowered by the magical gauntlets. Left and right, Marvel's head was forced back and forth from the punches before a final uppercut sent the commander sailing back through the air and to the ground.

"None of you can stand against me!" Loki bellowed. "Lay down your lives now or surrender in service to me!"

"How about not?"

Loki swung around but couldn't see where the voice had come from. "What's the matter?" it said, almost as if it was directly in his eardrum. "Hearing things? I can fix that."

Loki's entire body convulsed as unseen energy powered into his cranium. The power, so sharp and precise, like the sting of an insect, stabbed into his ear canal and burned a small hole in his eardrum. He clasped a hand over his right ear, screaming in pure agony as he lost his altitude. Blood began to gush out of his assaulted ear as he fell and he nearly fell unconscious from the sheer shock of being attacked in such a manner.

Once he had hit the ground and stopped thriving in pain, the stinging stopped and a miniscule something buzzed out of his ear and into the open air. "Looks like these synthetic wings you loaned me are working well enough," Janet van Dyne said. A pair of thin, almost invisible, wings protruded from a small harness she wore, both flapping nearly as fast as a hummingbird's. The wings held her aloft and even gave her a semblance of control over her trajectory. "I can't believe the army didn't want these things."

She released her hand from the tiny microphone around her neck and flew a few feet over Loki, watching her handy work take its affects. She had taken more convincing than Bill to join up with the others, but as they pointed out, it was all or nothing. _Stark Enterprises_ had developed the wings to use in conjunction with spy cameras for the military, but they had deemed the equipment too unreliable in strong winds. Even though the Wasps, which was what the devices were referred to as, had proven capable of conducting remote missions the army had still reneged on its contract. Luckily for Janet, Iron Man had been able to adjust the camera harness into one that would fit her sleek body, allowing her a mode of transport for the battle.

The physicist in her was sure that the energy discharge she had used against Loki was a result of her size. It was an elementary principle that told her that matter can never be destroyed, only converted. She assumed that all the energy by way of mass lost when she had been shrunk was now able to be expelled through her hands, oddly enough. She would have to look into it more, but for now she was finding it hard not to enjoy herself.

"I think I just fried this guy's brain," she said into the microphone again. She wished that there had been some way for the others to reply, but there hadn't been time to create a receiver small enough for her frame. She would have to make due using the Wasp's tiny surveillance microphone to speak directly to Iron Man. "Does this mean I can go back inside?"

Loki stirred suddenly and a flash of light propelled the tiny Janet back, singeing her synthetic wings. "Ignorant little insect!" he screamed. "Did you truly think that the power of Loki would not detect you once I knew of your existence?"

Janet cried out as she was caught in a crosswind and taken even further away. She was terrified and scared of being trampled on by the huge Frost Giants that Iron Man was busy battling, meaning that even though he could hear her, he didn't dare turn his back to come and search for her.

"It's okay," a voice boomed over her, "I've got you. Just go limp."

A burning sun in the shape of a lithe woman moved in front of Janet and caught her gently in one hand. Janet placed her hands down on the palm that had caught her and pushed up, trying to stand under her own power. For such a small specimen she still fond it difficult to lift herself up. After shaking her head clear of the cobwebs she looked up into the blazing face of Photon, the enigmatic proclaimed harbinger of the Scarlet Centurion.

"I can trace energy signatures," Photon explained as she cupped her other hand over Janet to protect her. "You stick out like a sore thumb with that stinging attack."

Photon zipped away in a flash of light, taking Janet along with her. She moved at the speed of light, slipping between the rays of the sun across the battlefield. Iron Man was holding his own against the Frost Giants for the moment, having taken down another two. Even given her speed, hopefully by the time she could help the armored hero she wouldn't be too late to help.

Reaching the spot where Bill had fallen, Photon stopped and bent down, opening her hands. Janet flew out, her synthetic wings buzzing. "Take a breather," Photon said. "I'll try and wrap this up. See if Goliath here will be okay."

Before Janet could respond, Photon had vanished. Her body had converted to a streak of golden energy and she zig-zagged back down the avenue, twisting through the legs of the remaining Jötunn. Janet hovered in the air, looking at the enlarged Bill Foster and wondering if there was anything that she could actually do.

Photon's body was comprised completely of energy, enabling her to see various spectrums of light. The Centurion had been the one to empower her years ago, for a price. A price that she was becoming more and more uncomfortable with each passing day. When she looked upon Loki with her energized pupils she saw a remarkable cascade of gold, purple, and green hues that seemed to manifest from his garments. His horned crown, his cloak, his gauntlets, and his necklace were all funneling power into his very soul. On top of that, the three stones hovering close to him were streamlining another power source directly into his talismans, fueling his rage and hatred.

She angled herself accordingly and sizzled through the air directly for him. Photon closed the gap between them in less than a second, grasping his wrists once she was close enough. Loki scowled in surprise from her sudden appearance, but his discontent quickly changed to one of glee once he realized what she was doing.

"You seek to usurp _my_ power," the reborn god stated. "Fool! You cannot possibly absorb the might of a _god_."

Photon screamed as Loki forced more energy into her than she was prepared to handle. The backlash assaulted her more than just physically, as her mind crumbled from the overwhelming power being channeled into her form. Loki finally ended the transfer, flipping his hand around hers to that he held her in the air by one wrist. The glow of her aura died away and her physical body, her mass now returned to her, went limp in Loki's grasp. Smoke billowed from her form as her dark skin became burned in several places. Monica Rambeau, for all her power, had failed to stop the dark god.

Loki released her, letting her drop the twenty stories back to the pavement. He cackled as she fell, watching her descend faster and faster, eagerly awaiting the pulpy impact of her flesh smacking against the unforgiving terrain.

A red and gold blur dove past Loki and accelerated for Monica. The magician scoffed as he readied another attack to thwart Iron Man from racing to the woman's aid, but suddenly his entire field of vision was filled with light, blinding him. "What treachery is this?" Loki demanded as he covered his eyes and lost track of Iron Man.

"Lights out for you, Loki."

A fist struck Loki's face, smashing his nose inward. He tumbled back in the air as the blinding light died away, and he was able to make out the form of Commander Marvel, cocking back his other fist to let fly. His bracelets still burned with a fire that had blinded him, searing his vision again even though the light erupting from them was no where near what it had been moments ago.

Loki lazily raised another barrier, this one encapsulating Marvel completely before he could throw his fist. "I think not, commander. I do not know how you survived our last encounter, but I am sure of one thing: I shall enjoy killing you all over again."

A barrage of repulsor rays bombarded Loki, the concussive force wrecking his concentration and the bubble around Marvel evaporated. Iron Man appeared beside Marvel, propelled by the twin jets erupting from the soles of his boots. Blood oozed out of Loki's ear where the bothersome insect woman had scarred him, his nose was swollen and broken, and his cloak had been torn to shreds. He glanced quickly to the background and saw that only three of his Giants still stood, and that they had turned to leave him, crashing down the boulevards.

He had apparently underestimated these heroes.

But he still had yet to unleash his full power.

"Give up," Iron Man said through the filter in his helmet. "You can't win."

"Oh, but I can."

Thin streams of energy poured out of the floating stones into Loki's torso, filling him with cosmic power that the Earth had never known. Untapped forces more primal than nature itself answered Loki's lustful call, darkening the sky. Marvel and Iron Man both lunged forward in the air, acting on impulse, but Loki discharged a mere portion of the power he had fed upon, flinging them back as easily one would a pair of gnats.

Loki bathed in the power of the stones, letting it fill him completely. "This ends _now_."

The battle had brought them closer and closer to Stark Tower, and with a flick of his wrist the two stones hidden in the building emerged, shattering glass and mortar as they rocketed toward their new master. Energy mimicking that of the other stones began to pour into the cocoon surrounding Loki, feeding his bottomless well and increasing his power another tenfold.

"Five of the six," Loki said with a sneer. "Only one remains and it shall soon be mine. Then I shall break the cycle of Ragnarok and free the universe from this insane fate, ending my own immortal misery."

_FWASH!_

Loki paused, the familiar noise catching him off guard. He turned to face it, horrified at what he knew it signaled.

_FWASH!_

Blue and white light descended from the darkened sky, answering the summons of a lone warrior. He saw the second of the three remaining Frost Giants fall, its frozen body smashed to pieces with a single strike. The last lone Jötunn roared in defiance of the youth that somehow destroyed it's brothers, raising a lumbering arm to swing down on top of the menace.

A young, blonde man returned the roar with a battle cry as he ran up the kneeling leg of the Jötunn, smashing the flat end of what looked to be an ancient hammer against the creature's torso.

_FWASH!_

The Jötunn broke into half a dozen pieces and the spirit of the Frost Giant was forced from the icy vessel. The youth fell back to the street below, gracefully landing on both feet without so much as a grunt. He swung the warhammer in his hand almost playfully as he matched the looking gaze of Loki. While the body of the youth was unrecognizable to Loki, the eyes were a perfect window to the soul, a soul that Loki was all too familiar with.

"Thor."

"You got that right, _bitch_," the teenager replied.

Thor sprung into action, dodging the spearing spells that Loki tossed in anger. The rage that filled him upon seeing his most hated foe, despite him being masked by another body, disrupted his aim. Even though his power was beyond comparison thanks to the stones, Thor was too quick to be targeted.

The pseudo god of thunder leapt into the air, striking his mallet against Loki and smashing the necklace around his neck. The feedback of the energy unleashed by the strike shattered his gauntlets as well as his helmet, the bits of which sliced into his already bruised skin.

When Thor landed Loki was gulping for air beside him. The youth walked over and tore the shreds of his cloak away, discarding them on the street. "Try casting a spell worth a damn without those," Thor stated with a smile.

"I still…have the stones. They will be more than enough to kill you!"

Loki rasied a hand feebly toward the hovering five stones, reaching for their power. "What?" he muttered in astonishment when nothing happened."

Thor shook his head. "Correction. You _had_ the stones."

The teenager slipped the backpack off his shoulders and reached into it, pulling out the last of the six stones. It pulsated with a white glow in reaction to being touched by Thor's strong hand. He placed it on the ground, much to Loki's horror, and smashed his warhammer on top of it.

The outer shell cracked open and split down the middle, revealing the glimmering red gem inside. "If you had bothered to learn anything," Thor said as he bent down and picked up the glowing gem, "you would have noticed that the stones react much better when you don't abuse their power."

All five of the remaining stones split open at Thor's silent command, and the gems encased within all flew to his side. Green, purple, blue, yellow, and orange, each the color of the gem that housed a specific purpose, joined the red one in his hand. "These gems could give someone infinite power over the universe," Thor said. "But not you. You'll have to relive being defeated over and over again. Ragnarok isn't happening today, but it will someday. And when it does, I'll be right there ready to make sure you get what's coming to you."

Loki scowled and tried to stand in defiance of Thor's words, but the youth kicked him back over. He raised his sacred warhammer over his head, saying, "Sucks to be you, huh?" and slammed the electrified weapon down onto Loki's chest.

The once possible destroyer of the universe screamed in agony as his body was vaporized on the spot, dissembled at the smallest level by the power of Thor's strike. Once the blinding light faded all that was left of Loki was a few cinders of ash on the street, which were quickly blown away in the wind.

Thor stood back up to his full height and held up the hand holding the six gems. One by one they each left, shooting off into space and the unknown. Colorful trails were left in their wake, but those soon dissipated as the darkened sky returned to normal. Thor lowered his hand, smiling and content at his act.

"What did you just do?" Commander Marvel asked as he approached cautiously. Iron Man and Photon, who was nursing a broken leg but otherwise unharmed, marched beside him.

"Killed Loki and commanded the gems to hide themselves across the galaxy," Thor said without looking at them. "Loki's not really dead though. He'll be back. That's how it goes. Never-ending story."

_THUMP!_

_THUMP!_

Bill Foster stumbled down the street with one hand carefully balanced in front of him. He had managed to shrink himself down to a mere twelve feet, but it was obvious that he was still having difficulty walking with his new sense of balance. "Everyone okay?" he asked. "I've got Janet here. She'll be alright, I think."

"So the stones—" Marvel began to say.

"Gone," Thor replied. "Just like me. See ya, kids."

"Hold it!" Iron Man stated coldly. The armored hero stepped in front of Thor and placed his covered palm on his chest. "You're not going anywhere. We've got questions and you've got answers. Look at all the damage done here! We have to regroup and figure out what the hell just happened."

"End of the world type stuff. It's cool, man, I took care of it. Okay? We good?"

"No, we're not—"

"Iron Man!" a new feminine voice called out from the background. "Excuse me! Iron Man!"

The group turned to see a woman at the head of a crowd of people slowly, almost pitifully, walking toward them. They looked ragged, scared, and curious. "What's happening?" she said. "Is it safe? Are you here to save us?"

Commander Marvel cocked his head at Iron Man, motioning for him to reply. Iron Man looked between the gathered heroes, realizing that there was a whole other perspective to the situation, and that was the aftermath. Two days ago the world had only legends to remember in the way of heroes. Now the world was forever changed by what had transpired there today.

As Iron Man removed his hand from Thor and cleared his throat to answer, the Scarlet Centurion watched on from the sky, just as he was cursed to do. "The new age of heroes has begun," he muttered, wondering if given what he had witnessed that day if he would be able to change his own fate for the better of mankind…

* * *

**MAIL CALL**

That wraps up the very first arc of ULTIMATE AVENGERS. A lot happened here, some obvious, some subtle. Loki's down but not out, the team is together (sort of), the gems have been hidden, and the Centurion has a secret. I wonder what will come next? While you wonder about that, I'm going to answer some quick mail:

_Dave,_

_Finally read your Ultimate Avengers. Here's what I thought:_

_There's plenty going on in your Ultimate Avengers yarn here. Throwing in the Invaders was a logical step that I'm surprised Marvel didn't add in their own Ultimate interpretation. The 'steampunk' Human Torch was an especially fine addition. I hope there's more of him/it in the future. The questions begin here. What were Loki and Lady Liberty doing in Asgard? What happened in France? I can see your Norse research here. Tip of the hammer._

_Being familiar with your other Iron Man efforts I knew that things were going to be well in hand here. Your Tony stark is spot on. I'm looking forward to more Rhodes too. The new treatment of the Pym/Foster/Van Dyne dynamic is fresh and thankfully interesting. I've never been fond of Pym or his ex. I'm curious to see where you take them as we got but a brief taste of the pair here. I hope Foster will relax some in the future, he's too uptight and is going to have a heart attack if he doesn't chill some._

_You've done a fine job of inspiring many questions about this Marvel individual. Who is he exactly? Why is he still alive? I want to read about the Kree invasion too, damn it. Nice cliff hanger there on the end too._

_For the next issue, superb attention-grabbing opening. Solid characterization. (Always a concern when someone goes the Ultimate route.) There's a goodly balance of characterization, action and drama here. Especially liked the airborne combat scene. And of course we have the interesting take on Loki and the frost giants. Loki is always fun to read about. No exception here._

_One question on my mind is whether or not this is a Ultimate version. It's a good read, no worries on that. Maybe I don't know the difference between an Ultimate version and just a good alternate universe._

_I hadn't been reading this series because I have a hard time following up on so many fan fiction stories. Clearly I was remiss here because Dave has hit another home run with Ultimate Avengers._

_-C. William Russette_

Thanks, CW! Those questions about Lady Liberty being in Asgard will be answered eventually, probably in a back-up story. It was more an allusion to a previous adventure of the Invaders but there is some history there worth exploring. The mystery of Marvel will only deepen as time goes on, but fear not! I have a really big story planned for when I reveal his dark secret. And we may see those pesky Kree pop up sooner than you think…

Defining an 'Ultimate version' might be a bit trickier than your other questions. Typically, the way I interpret the meaning, is to create an updated, more logical approach to the origins of classic characters. Make them modern and see what would happen in the real world if these guys were around. Maybe that's different than other people.

Thanks for the feedback! Now on to the next letter:

_Sorry it took me some time to get to it, I've been busy with work and stuff._

_Anyhoo I'm liking this title. Firstly for the different team of Avengers, we so often get one thing and one thing only so seeing this different team really sets it apart._

_The writing which is so well done doesn't hurt it either. Each character is getting their own individual voice and back story which have all been really good so far._

_The things which really have me interested in the story is 1) Captain Marvel...hence me kicking the idea around in my head (also been Reading Starman again and I'd love to see a series like that exploring Legacy). 2) The mysteries what's Loki up to? Who is the man in red...even though I know that one already. What happened to the Invaders?_

_The third thing I'm loving btw is the Invaders! I love Golden age so seeing these versions of the Invaders and them being a big part of the uni and a focus/driving force behind it rather than simply a footnote is really great._

_-Anthony Crute_

Hopefully this issue answered your curiosities, Anthony. I'm having a blast mashing all these characters together in new ways. Look for more Invaders awesomeness in the back-up feature of this very issue. Thanks for reading! Now, we just have one last letter:

_Hey Dave, playing on my brothers computer currently, i decided to try and amuse myself and check out some of your writings. Dude. Ultimate Avengers, is really cool. I particularly like the Invaders section, but even more so your choice of cast members is blinding. Particularly Black Goliath. Nice._

_However, what i wanted to ask was - How long did it take for you to Map out your vision for the Ultimate Avengers, you say you've "plotted" 26 issues. Is that actual detailed plots, or just ideas for each issue, and characters etc? The reason i ask is because im intrigued and have been slightly inspired to do an Ultimate Book for a while now, trying to reinvent something is basically what i do with every series anyway, but im actually a huge fan of the Ultimate concept._

_Hell, basically at the moment, im in sort of an "X" high, from the end of the Messiah complex and spending three hours explaining loads of Xlore to a friend of mine last night over KFC and Pepsi. Interesting life i lead, heh._

_But, yeah, original question - How long did it take you and how much detail do you have? Is it reems and reems of stuff, or is it a rough outline that you're going to adhere too?_

_Cheers mate!_

_-Ed_

The plots for all those planned issues are pretty tightly written. I typically write a bio for each new character introduced and then write a summary of the main point of that issue. The twenty-six issues I have planned took up about thirteen pages worth of paper. Not too long, to be honest. I could have written up more detail but I'm prone to change ideas mid-issue. Thanks for the question, Ed!

As always, feedback is greatly welcomed and appreciated (even if it's negative). Hit me up at and be sure to let me know if there's anything I can do for you in return of the time you took to drop me a line. And now, that back-up Invaders story I promised!

-D. Golightly

4/20/08

* * *

**THE INVADERS** in…

"Showdown with the Master!"

* * *

_**France, 1944**_

"I hope you are armed, Agent 13," the android said. "We will hold this monster back as long as we can. Start running and don't look back!"

The vaguely humanoid features of the Human Torch stared at the smoking crater that his fellow Invader, Commander Marvel, had been tossed into. The evil Master Man had torn through their ranks before, and it seemed like this time would be no different. The team had been charged with escorting Sharon Carter, otherwise known as Agent 13, to her destination within the heart of France. They were only a few miles from the small town where the French Resistance held a secure and secret base, but the Nazi super-soldier had intercepted them.

Lady Liberty stepped in front of Agent 13, placing herself in the way of any attacks. Even though she would have much preferred to run to the aid of Marvel, her duty always came first.

"If Master Man took the commander down that fast," Lady Liberty said to the Torch, "it looks like the Nazi scientists have perfected their version of the super-soldier formula!"

"My ocular lenses can see the Sub-Mariner putting up quite a fight, but Captain America has vanished," the Torch replied as smoke continued to chug out of his twin smokestacks. "We will need our full strength to avert this disaster and ensure victory."

The blonde Master Man, proudly baring the symbol of his regime, traded blows with the lost prince of Atlantis, Namor. The blue-skinned Namor maintained his position in the air, but only barely. His protective suit that enabled him to breathe water and not asphyxiate on the atmosphere was still sealed, but with every punch landed it came that much closer to tearing and leaving him vulnerable.

"Our intelligence did not report that you were such a fighter!" the Sub-Mariner exclaimed as he blocked another right cross from the airborne Master Man. "Perhaps the Nazi pigs have finally learned something from the famed Namor!"

Master Man retorted with a thick Germanic accent, saying, "Or perhaps your American comrades have been misled, not only as to my capabilities, but to my identity as well!"

Before Namor could question the mysterious comment, Master Man plowed through his defenses and sent him tumbling through the air head over heels. As they were wont to do, however, the very moment that the seaborne Invader had been forced from his position, two more took his place. Lady Liberty and the Human Torch swept in to attack, blanketing Master Man in a two-pronged assault.

The flammable liquid that was stored deep within the Human Torch's gut sloshed out of the nozzles on his wrists, covering Master Man completely. The gel coated him, only to explode in a blaze of fire a moment later thanks to the Torch's flame-throwers.

Never fearing the heat of the fire, Lady Liberty connected a solid punch that sent Master Man to terra firma. The ball of flame that was the evil villain fell to the ground, rolling frantically to try and extinguish himself. It had been a nearly flawless execution of their combo attack, a tactic they had used many times before against their foes.

Master Man screamed in unbridled fury as he stood, the remains of the costume around his torso falling away in charred tatters. "I will not be denied, Invaders!" he hollered as he charged along the ground directly for Agent 13.

His speed was great, nearly faster than Lady Liberty. His proximity was much closer to the fearful Sharon Carter than any of the other Invaders, even the arousing Commander Marvel, who was just now beginning to peel himself out of the ground. Within mere moments he would be atop the SHIELD agent with his infinitely strong hands around her throat.

A slight whistling sounded from somewhere overhead, but Master Man and the others ignored it. It grew louder and louder as the villain approached, and just before he grasped the startled Agent 13, a mere second before his fingers reached out and wrapped around her, a meteor of red, white, and blue colors slammed directly on top of him.

Master Man flattened out on the ground under Captain America's shield, which the sentinel of liberty had used to break his fall against the villain. The captain stepped off of Master Man, his blue facemask slightly askew. What appeared to be wind scars shown brightly on his cheeks.

""Captain America!" Agent 13 proclaimed as she flung her arms around the hero. "Where did you come from?"

"Master Man had thrown me straight up into the air," the captain explained. "I was luckily able use my shield as a guide when I started falling again."

"Lucky indeed," Commander Marvel said as he approached. The other Invaders all began to gather around the unconscious Master Man. "If you had taken any longer, captain, Agent 13 would not be able to finish her mission and warn the Resistance of the coming Nazi airstrike!"

"Aye," Namor added. "Luck seems to always be on the side of the Invaders! But I can't help but wonder what Master Man meant when he said we knew not his identity…"

"Let SHIELD worry about it," Lady Liberty replied. "We'll turn him over to their custody just as soon as we help Agent 13 finish her mission."

"Viva la France!" Sharon called out.

THE END?


	5. Chapter 5

_**New York, New York**_

"Please, just don't kill me!"

Oscar Willington felt the cold steel of a gun barrel pressed against the back of his head and closed his eyes tightly. He was on his knees with his hands above his head, wishing to God that he had called in sick like he had wanted. Instead of watching the Steelers begin their season against the Texans, relaxing on his couch with a refreshing drink and bag of pretzels, Oscar was at the First National Bank of New York, praying that he wouldn't be dead within the next few moments.

"Open the safe and I won't," the scruff voice of his tormentor replied, punctuating the last word with the pressure of his weapon.

Oscar's eyes began to water as he reached, slowly, into his inner breast pocket for the security badge that would unlock the safe and ready the system to accept his access code. The barrel pressed against his skull was abnormally wide, although this thought never occurred to him as he was too busy focusing on how much he loved his wife and kids.

If Oscar had been more perspective, he would have noticed that the weapon matched the motif of the gang of criminals that had overrun the bank. Dressed in silver hardhats, red and yellow overalls, boots, and heavy gloves the dozen vagrants had identified themselves as the Wrecking Crew and were backing up their threats with the large rivet guns that each member wielded.

Grease smudged over their eyes provided the necessary protection of their identities, not that any of the patrons would dare stare at them long enough to get a good look. Eleven Wrecking Crew members kept the hostages face down, waving their hefty rivet guns left and right with orders to keep their mugs planted, while the twelfth presided over Oscar, the bank manager.

"Faster," he told Oscar. "Move faster or I'll splatter your brains all over the place and find the next guy with access."

"Okay! Jesus…okay." Oscar yanked out the security badge and reached out to the card reader on the front of the bank vault. Nearly falling forward from stretching his arm, Oscar swiped the black magnetic strip on the back of the badge through the reader, eliciting a soft chirp from the touchpad.

"Now the code."

"Please…" Oscar muttered.

"The code!"

The barrel of the rivet gun moved around to the side of Oscar's face, pressing now into his left cheek. His teeth were nearly to the point of chattering from the horror of being killed, but he maintained enough composure to begin tapping in the sixteen digit access code to finish unlocking the vault.

After only a few numbers were entered a small ruckus from the front of the bank's lobby caught Oscar's attention, making him stop. The man dangling Oscar's own life in front of his eyes also paused in his intimidation to see what was causing the commotion.

"What's going on?" he yelled.

"Somebody must have called it in," one of the other identically dressed Crew men said. "There's someone outside."

"Well, if the cops are here then you know what to do!"

"No, not the cops," another of their number replied. His voice was wavering, betraying the testosterone-filled look of his gaudy costume. "_Look_."

The criminal turned, making sure to hold his weapon steadily against Oscar's head. When he looked over the bowed heads of the bank customers hugging the granite floor, beyond his fellow Crew members, and through the huge glass fronts of the bank, he saw a sight that he would never forget for as long as he lived.

Standing a high as the street lamp he was pulling out of the ground, a large black man with a domino mask on his face was across the street with a look of determination plastered into his features. After a few tugs, the street lamp came loose and the electrical wires protruding from underneath ripped free. Whoever he was, his strength seemed to be just as great as his height.

Held tightly in his massive hands, the lumbering giant of a man stomped across the pavement to the glass face of the bank and cocked the street lamp back like a baseball bat. The rivet gun pressed against Oscar's face dipped down as the Crew man's full attention had been stolen away by the astounding sight he was witnessing.

The giant man moved his lips, saying something just before he swung the street lamp and smashed the entire front window pane into pieces.

* * *

**ULTIMATE AVENGERS**

Written by D. Golightly

"Hidden Agendas – Part One"

* * *

"Batter up!"

Goliath, better known to his fellow employees at _Stark Enterprises_ as Bill Foster, made sure to choke up on the street lamp before swinging it with as much force as he could muster. Standing nearly thirty-five feet tall, it was simple for him to detach the post from the concrete sidewalk and use it like club.

He struck the window pane, which was nearly as tall as the first floor of the First National Bank of New York, and shattered a section of it. Glass flew inward, showering the first few yards of the lobby floor with the shards. A few of the gaudy Crew stumbled back, leveling their weapons at the giant.

As Goliath hunched over to step into the building, careful to avoid the sharp edges of the glass that was still attached to the building front, the closest Crew member squeezed the trigger on his rivet gun. The weapon boomed, firing a white-hot chunk of metal at the tall hero.

The projectile moved as fast as a bullet and would have been invisible to the average human eye. However, a golden streak of light slashed in the path of the chunk, extinguishing the danger to Goliath. Human eyes never would have been able to see where the projectile was, but for the woman known as Photon, her eyes had been anything but normal for some time now.

With the metal chunk safely dissolved inside her energy form, Monica Rambeau turned to look at Goliath over her shoulder. "You owe me one," she said before streaking off into the bank.

"Careful, big stuff," an electronic voice chirped in Bill's ear. It was Janet Van Dyne, now known as the whimsical Wasp, communicating the only way her tiny stature would allow. "You show off too much and I might have to accept that coffee you keep offering to buy me."

A black speck, no larger than an insect, zipped by Goliath. That speck, in actuality the miniscule form of Janet held aloft by a pair of synthetic wings, flew straight at one of the Wrecking Crew. Goliath smirked at her comment, internally patting himself on the back. He had always been the kind of guy more attuned to hitting the books than hitting on women. But ever since he and Janet had shared the experience that endowed them with powers on the roof of Stark Tower, he had felt a special connection to her.

_(They were both zapped in Ultimate Avengers #1 – D)_

"Pay attention!" the booming voice of Iron Man ordered as the armored warrior hovered down beside Bill. "There are hostages here. Don't do something to put them in harm's way."

"You said to get in the building!" Bill defended. "If we're so short on time—"

The general dismay and screams of surprise from the crowd, which had been going since Goliath first appeared in the street, suddenly died off when the Crew man near the vault grabbed the bank manager and held him like a human shield. "Back off!" he screamed as he shoved his rivet gun into the man's temple. "I mean it! I'm walking out of here and this Oscar guy is coming with me!"

"Easy," Photon said. Her golden body made of pure light rested effortlessly in the air a few feet off the ground. She held her hands out palms up in a display of trust. "Just take it easy. No need to do something you'll regret."

"Ha! I already regret takin' this job in the first place. Move back or—"

_Zzzap!_

Their heads turned just in time to see one of the Crew men slump to the floor, his hardhat bouncing off his head and rolling to a stop against a potted plant. The only clue as to his sudden unconsciousness was a buzzing black speck swarming over his body.

Iron Man, who had slowly and deliberately touched down and taken a few steps inside, tapped the side of his red helmet. "Wasp, stand _down_!" he muttered. "We might be able to talk our way out of this."

"You talk," Wasp replied through the link. "I'll take these bastards out and they won't even know where I am."

"Damn it," Iron Man said as he cut the link. "Bill, I need you to—"

_Ba-dooom!_

Ten feet to the left of the vault, the wall suddenly burst open into bits of concrete, dry wall, and plaster. Standing in the center of the hole was a young blonde man who didn't look old enough to legally drink, and another blonde man that was dressed head to toe in a black and red bodysuit. The youthful Thor swung his energy mallet around in his fingers as he beamed with a smug look of content. Commander Marvel, who bore a much more eager look, jumped into the air and flew into the bank directly for the vault.

With speed and precision, Marvel disarmed the Crew member and dislodged his hold on Oscar, flinging the bank manager to the floor. He grabbed the criminal by his overalls and held him two feet off the floor, locking him into a stare.

"You're a coward, hiding behind a hostage," Commander Marvel said coldly. One of the bands around his wrist glowed with a surge of power. "You're lucky I don't place you in a similar situation."

"Yeah, baby!" Thor cried as he leaped into the lobby. "That's what I'm _talking_ about! Knock the teeth out of these scrubs and be back in time for _Desperate Housewives_! There's no way Gabby is going to put up with those fat kids!"

Thor swung his blue hammer, comprised of a strange energy made solid, striking the construction-themed hostage takers as he went. Several of them went flying when he connected with his blows, tossing them across the room left and right.

"For the love of…Goliath, just move!" Iron Man ordered as he too sprung into action. "Thor! Be careful! These are just normal people! You have to hold back!"

General chaos overtook the bank lobby as the group of heroes made short work on the Wrecking Crew. Goliath swept his massive arm out and clothes-lined three Crew men at once, the Wasp disrupted another one's inner ear with her special 'sting,' and Photon grasped a fleeing criminal and exerted just enough power through her grasp to shock his system and make him fall over.

Commander Marvel, deciding to follow the lead of his teammates, dissipated the stored energy in his special wrist bands and simply threw his captured Crew member against the vault door. Even with his hardhat on the impact was hard enough to render him unconscious before he slid to the floor. Marvel smirked before he looked to make sure that the bank manager was okay.

Iron Man trotted across the lobby floor, hoping to reach Thor before the youth unwittingly killed anyone. His bulky armored body stomped around, slamming into the marble floor with loud clangs. As he passed by one of the teller windows his systems alerted him to a threat on his left side.

Even though his visual display was directed to the front of his field of vision, his onboard systems actually monitored his entire surroundings. Three hundred and sixty degrees was the scope of his computer-guided eyeball, ensuring that no one would be able to sneak up on him. The systems had been programmed to assess threat levels and alert him in case of an emergency.

He turned halfway before being bombarded by three volleys of rivet-fire. Behind the teller windows, three standing Crew men had ducked behind the wooden counter and were firing in tandem at Iron Man. The white-hot rivets sliced the wood easily, leaving smoldering traces of where they had exited and entered. These members of the Wrecking Crew had started to panic and were not even bothering to properly aim their weapons at Iron Man.

The rivets struck Iron Man in several places, but his armor was strong enough to protect him, leaving little to no marks on the pristine metal. He raised a gauntlet in the general direction of the men and opened his fingers, baring the iris in his palm. The aperture opened and he retaliated with the concussive force of his repulsor rays. Three quick bursts guided by his targeting computer and the threat that his systems had alerted him to was taken care of.

"_Yippee-ki-a!_" Thor shouted as he crushed his hammer onto the top of a hardhat. It belonged to the last of the Wrecking Crew and when he hit the floor, Thor willed his weapon away. Turning to Photon, he winked and said, "Fun, huh?"

Photon shook her head. "What is with you, you stupid punk? You could have killed everyone here!"

Thor rolled his eyes. "Please. Save the lecture, okay?"

"What is with you? When you were taking on Loki you were this collected warrior. Now you're just acting…well, like a teenager."

"Hey, you keep your nose out of my business, got it? Tin Soldier over there forced me to shack up with you, so just—"

"Enough!"

Everyone turned to look at Iron Man, who was stalking to the center of the room. "Goliath, get these people outside and to medical attention. Marvel, help him. Wasp…Wasp? Where are you?"

The small black speck that he knew to be the tiny female buzzed in front of his face. His systems established her position and zoomed in, allowing him to see the irritated look on her otherwise gorgeous face. He saw how her natural beauty had allowed her to pose for magazine shoots between earning dual doctorates. She waved sarcastically at him.

"Disarm all of their weapons and make sure none of them are dead. Mark one for Photon to take back to base. I want to get a look at the tech."

His visor zoomed out as she flew off and refocused on the young and brash Thor. "As for you, get back to base and _do not_ talk to any reporters this time."

"Piss off," Thor shot back. "I'll meet you back at the base when I'm good and ready. Later."

Thor stormed off through the lobby and once outside disappeared amongst the crowd of gathering police, EMTs, and camera crews. Iron Man sighed but let the youngest member of their team go. They had butted heads enough times in the last few weeks for him to realize that chasing after him would do no good.

After ensuring that the hostages were all taken care of Iron Man walked to the edge of the perimeter that the police and taped off. Shortly after the Wrecking Crew had overtaken the bank a silent alarm had been tripped, alerting the police. Tony Stark had already taken steps to working with the local authorities, preemptively figuring that the new heroes would need such contacts. Now that the danger was over, the hard came next.

"Iron Man!" one of the reports called out as dozens of cameras flash, capturing his image on film forever. "Iron Man! Over here! Is the situation over?"

"Yes," Iron Man replied, although when he spoke it was directed to everyone and not just the person who had asked the question. "The so-called Wrecking Crew has been dealt with and there were no casualties."

"The Avengers didn't seem to be very coordinated though," another random reported commented.

Iron Man sighed. _The Avengers_. The heroes had been given that title by the press, although he wasn't sure who had first used it. As the cameras clicked away, Iron Man took in a deep breath and picked his words carefully for his next reply.

* * *

"It was a travesty! A total travesty!"

Iron Man, the Wasp, Goliath, Commander Marvel, and Photon were all gathered around the central table in the largest of Stark Tower's labs. Facing them was the irritated image of Tony Stark, their financial backer and pseudo leader, displayed on a thin screen hovering in the air using the same technology that kept Iron Man aloft. In the field Iron Man made the calls, but when they were back at base, it was Stark that brought down the fire. And bringing it down he was.

"It wasn't that bad, Tony," Bill Foster said as he removed his domino mask. He was now at a much more normal size and as he scratched his head he shot a quick look at Janet. "We've only been together for a month, and this is only our second time out. Nobody was killed, so—"

"I suppose the property damage and expected lawsuits are acceptable then?" Tony countered. He stroked his black goatee absentmindedly with one hand while the other waved animatedly as he spoke. The billionaire looked to be in an office somewhere, although where exactly that office was they couldn't be sure of. "I mean, as long as no one died I guess that's all just super, right, Bill?"

"What lawsuits?" Wasp inquired, not bothering to sheath her own irritation at being spoken to in such a way. Unlike Bill, she had not been able to master her size-changing ability and was thus far stuck at the height of an ant. She relied on stereo equipment to communicate.

"The lawsuits that the bank patrons are sure to file claiming emotional trauma over your insane rescue attempt!" Tony scolded. "And you know what the worst part is? They have a legitimate claim! Their lawyers will say that if the Avengers hadn't interfered then the police would have handled the situation more delicately, _without_ breaking the front window or fracturing several of the Wrecking Crew's bones."

Commander Marvel crossed his arms over his chest and remained silent. He had no desire to argue. Beside him, Photon tossed him a quick glance before saying, "We had authorization to enter the situation, authorization that _you_ got us, Tony. So chill out."

"We'll get there," Bill added. "Just give us more time. Right, Iron Man?"

Bill tapped the armored hero on the shoulder casually, hoping to gain the support of Stark's top employee. He wasn't sure who exactly was wearing the state-of-the-art armor, but he had his suspicions. Oddly, when he touched the armor Iron Man's response seemed delayed, like he was hesitant to show that he had actually felt it.

"Mr. Stark is right," Iron Man replied after a split-second. "We need to be better coordinated in the field."

"I don't even know what your face looks like," Photon replied. "How am I supposed to know I can trust you?"

"Because _he_ does," Iron Man responded while pointing a thumb at the hovering video screen. "We need to run more drills. Where did Thor go this time?"

Marvel looked to one corner of the ceiling and squinted. At the edge of his consciousness, if he concentrated, he could typically pinpoint certain energy sources. The power generated by Thor's hammer was enough to set off his 'awareness' without really trying. It was a useful ability, but it was for some reason unable to show him where his heart's desire was.

"I'll get him," Marvel said as he marched out of the lab.

Iron Man shook his helmet from side to side. "Fine," his filtered voice said. "We'll regroup in the basement in an hour."

Bill smirked, amused by the tension in the air. Usually he would have been made uncomfortable, but ever since his body was changed at the molecular level, he found that he was starting to enjoy the adventurous lifestyle and the drama associated with it.

"Bill, do you want to run through those numbers again?" Janet's voice said over the speaker.

"Sure thing. Let me get the analyzer ready."

Most of all, Bill was enjoying spending time with his shrunken teammate and learning what exactly made both her and her powers tick.

* * *

Monica Rambeau didn't like to be stuck in her energy form for too long. She was thankful that Marvel had left to find Thor, wherever he was hiding, and she would be able to slip away. She had made her identity known to the team but not to the general populace, so she wasn't planning on taking her hour off outside the confines of Stark Tower. Whenever the opened the door to the roof, however, she hadn't expected to see someone else there.

"Harbinger," the Scarlet Centurion said with a slight nod. His red cloak hid his body from view and the golden helmet he wore covered most of his face, but there was no doubt in her mind as to who this man was.

"My master," Monica said as she bowed down on one knee. "I didn't expect you here."

"Our arrival here was no coincidence. You were able to melt into society effortlessly, but I…I am not so fortunate. Arise and tell me: what have you to report?"

"Bickering mostly," Monica said as she stood up, becoming much more casual now that the dampening bonds of courtly etiquette had been excused. "They are still searching for the missing Invaders just like Stark promised the media. I think it's why they called us the Avengers, like we're avenging their lives or something."

"A quaint notion. But unnecessary. Are they searching for the gems?"

"No," Monica replied, remembering how the Infinity Gems had been scattered amongst the cosmos at the end of their battle with Loki. "Although I get the sense that not everyone agrees with that."

_(Check the last issue for that event. – D)_

"Monitor them closely, as you have been. I don't have to tell you how important it is we maintain our vigilance."

Monica shuffled her feet slightly. "I'm getting stretched a little thin here. I mean, between being this hero and keeping my identity as a U.S. Marshal a secret, I'm worried that I'm not going to be able to do my job. Either of them. My partner called me yesterday and wanted to know where I was. Sooner or later things are going to get complicated."

"They are already complicated, my harbinger." The Scarlet Centurion silently rose into the air and began to depart. "Show fortitude. The future, _my_ future, depends on it."

* * *

"There you are."

Commander Marvel placed his arms at his sides and slowed his flight speed down considerably when he finally saw the young Thor sitting on top of the Empire State Building. The walking god of thunder leaned back against the spire as he let his feet dangle over the edge above the city. Marvel hovered directly in front of the teenager and saw that his eyes were closed and he was listening to music through headphones, with seemingly not a care in the world.

"Thor," Marvel said, adding a bit of resonance to his voice.

The young man opened his eyes and popped one of the ear wigs out, sticking his chin up and replying, "Yeah?"

"You need to come back with me. We have work to do."

"Buzz off." Thor went to replace the ear wig but Marvel caught his wrist and held tightly. "Let go, dude. I'm not kidding."

"How is it that such incredible power could be wielded by such a useless fool?" Marvel inquired aloud.

Thor just smiled. "You know how it is. Here today, god tomorrow. And you're one to talk. I've seen what you can do. Why are you hanging around these losers?"

"I have my reason."

"Such as?"

"You."

Thor paused. He hadn't expected such a blunt answer. He thought that the spandex loving poster boy would be just as hard to deal with as he had been, but for whatever reason, Commander Marvel had surprised him with what was probably an honest answer. Thor popped out the other ear wig and tucked them inside his leather tunic.

"Me. I'm your reason for being an Avenger?"

Marvel held his gaze. "When the stones were opened and the gems were retrieved, you eventually gained control of them. You scattered them. I'm able to track energy sources, but the gems…they're gone. They are either too far for me to locate or they are being masked somehow. I think that you can tell me exactly where to find them."

"Uh-huh. And you're telling me this now because…"

"You asked. I was waiting patiently for the group to decide that the gems were important to find. I have the time to spare. But since you want to get to the bottom of things, I see no reason to lie. Now, if you'll show me the same courtesy, why do you remain affiliated with these…_losers_."

Thor shrugged. "I'm compelled to."

"I'm not sure I understand," Marvel answered.

"My real name is Donny Blake. Thor, he's just a part of me. It's like we share the same spirit. He's compelling me to stay. I think he wants me to get the Avengers to do something, but I don't know what. Not yet anyway."

"So when you were fighting Loki…"

"Thor's personality came out a little, yeah. That happens sometimes. One second I'm craving a burrito, and the next I'm all like _for soothe!_"

A steady silence echoed between them for a few heartbeats. The winds that would normally be cut down from the lower skyscrapers of the city whirled around them, tousling their hair. Finally, Marvel nodded and turned to leave.

"Hey," Thor said. "You had one of the stones before this all started, right? Where did you get it? Are you the real Commander Marvel from the Invaders?"

Before Marvel could answer each of their communicators chirped to life. Simultaneously they replaced the small links into their ears and tapped the sides to activate them.

"What's happening?" Marvel asked.

"Marvel!" It was Bill Foster, and he sounded out of breath. "God, you have to get back here! This guy…this _monster_, he's tearing the place apart!"

* * *

**MAIL CALL**

Mysteries galore! It seems like everyone has something to hide, huh? And I wonder who is tearing apart Stark Tower? I guess you'll have to wait until next issue to find out. Trust me, it's going to be pretty crazy. There's a very big picture behind all of this and I can't wait to reveal. You'll be getting a big piece of the puzzle in the next issue, so keep your eyes open for it.

Send me that feedback! I love it!


	6. Chapter 6

_****_

New York, New York

"Bill, do you want to run through those numbers again?"

Bill looked to the speaker that Janet's voice had come from and smiled. The team had just dispersed thanks to the disappearance of Thor, and that gave Bill Foster, the newly christened hero Goliath, more time to spend with just one of his colleagues.

"Sure thing. Let me get the analyzer ready."

As Iron Man stalked out of the room and the floating screen bearing Tony Stark's image shut down, Photon let her energy form dissipate into her human state. She also quickly exited the lab in the heart of Stark Tower, leaving Bill and Janet to their work.

Ever since the inert particles discovered by Hank Pym had been blasted by Commander Marvel's stray blast, and coupled with the strange power of the now destroyed egg-shaped stones, Bill and Janet had found themselves gifted with abilities that no normal human possessed. Those inert particles now seemed to no longer be so.

So far their combined research had yielded little in the way of answers. At the atomic level, proportionally, there was a vast amount of space between atoms. In fact, gauged at the right size, the space between atoms could easily fit a proportionally accommodating city like New York. That was the basic principal they were working with in relation to their newfound size-changing powers.

For Bill, growing as large as a hundred feet tall was only a simple matter of concentration. He estimated that the Pym particles had somehow given him control over the amount of space between his atoms, which would account for the apparent gain in size. What he didn't know was how his mass increased with it. His strength increased with his size, allowing his body to actually support the hulking brute he could turn into. Then, when he was ready, he would concentrate and revert to his normal size.

Janet wasn't so lucky. Whatever variables had affected Bill had worked inversely against Janet, who was now codenamed the Wasp. While Bill could grow, Janet could shrink to the size of the smallest insect. Just like Bill could expand the space between his atoms, Janet could apparently contract the space between hers. So far, she had yet to grow back to a normal size and was stuck in her shrunken form.

There was one major difference between their powers, and that was what Bill had hoped to tackle today.

He heard the buzzing noise of the synthetic wings that Tony Stark had provided Janet with, making her sound like a genuine insect. The wings had once been designed for a military-grade spy camera, but the concept had never been sold. They were thin and pliable, and harnessed for Janet's easy manipulation. It had taken her some practice but she had mastered them in only a week's time.

"Ready?" he asked once he saw the black speck he knew to be her land in front of the analyzer.

"All set," she replied, her tiny words being relayed through the stereo system so that she could actually be heard.

"Let 'er rip."

What began as a small spark suddenly grew to a torrential stream of yellow and white energy being funneled into the analyzer's long tube. The shocking power, originating from Janet's position and dubbed her 'sting' looked to be lethal. After a moment she cut the stream off and let Bill make some adjustments to the analyzer.

"I think that will do, Janet. Let's take a look at the read-out."

The Wasp's 'sting' was, as far as they could tell, an expenditure of energy left over from the confining of Janet's molecular structure. It was a basic principal of physics that it is impossible to destroy matter. You can reshape it or convert it, but never destroy it. In Janet's case she seemed to be channeling the compressed energy between her atoms as an output.

"So you really think that the sting is the key to figuring out how to restore my size?" Janet asked.

"Possibly. Do you recall anything from Pym's research?"

"Hank never got this far when I worked with him," Janet replied. "He abandoned the project and marked it as hopeless before Tony lost him to that other company. He never looked back. That's Hank. One track mind."

"Sounds like you knew him pretty well."

"Yeah. You could say that. Even though I was the project lead he took the credit. He never got over that since he was the one who discovered the particles in the first place."

As the numbers scrolled across the analyzer's display, Bill thought carefully about his response. Janet was an exceptional woman: brilliant, beautiful, and more than able to hold her own in a fight. She was unlike anyone Bill had ever met before, and he would be kidding himself if he said he wasn't a little nervous around her.

Before he could say anything, however, the door to the laboratory was shoved open and one of the security personnel stumbled in. "Can we help y—" Bill began to say, but he stopped when he saw all the blood.

The guard fell to the floor and his limbs fell at awkward positions, as if they had been broken. There was a gash in his forehead that was seeping blood onto the otherwise clean floor. He moaned slightly, barely audible above the noise of Bill's feet running toward him.

He bent down to the guard but before he could examine him another man stepped into the doorway. Garbed in a brown flowing robe, the man's exposed face looked like it had been hacked at with a small blade, as fresh abrasions bled freely.

"Who are you?" Bill asked as he braced himself.

"I have come for Stark," was all the horrifying man replied before leaping directly at Bill with murderous intent in his eyes.

* * *

**ULTIMATE AVENGERS**

Written by D. Golightly

"Hidden Agendas – Part Two"

* * *

"Hey," Thor said. "You had one of those stones before all this started, right? Where did you get it? Are you the real Commander Marvel from the Invaders?"

Before Marvel could answer each of their communicators chirped to life. Simultaneously they replaced the small links into their ears and tapped the sides to activate them.

"What's happening?" Marvel asked.

"Marvel!" It was Bill Foster, and he sounded out of breath. "God, you have to get back here! This guy…this _monster_, he's tearing the place apart!"

Despite the dangerous height and the whirling winds from being far above New York City, both the heroes shared a quick glance before streaking off into the sky. The tip of the Empire State Building, which the youthful Thor had delicately, and oddly casually, been sitting beside faded into the background. A small cocoon of energy enveloped the Commander as he punched through the air, keeping the wind from swirling through his hair.

Donny Blake, as he had revealed himself, otherwise known as the disembodied spirit of the Norse god of thunder, followed Marvel's lead. A streak of blue lightning that had originated in his eyes made its way down his arm and condensed into the now familiar form of a war hammer. The solid blue construct pulsated with the raging energy of a thunderstorm as Thor used it to provide the momentum he needed fly.

Commander Marvel soared toward Stark Tower, baffled by Bill's words. What sort of monster could he be talking about? Even though he had already encountered several strange and powerful creatures since his recent debut, he would be hard-pressed to imagine something that could cause a person with Goliath's abilities to tremble.

Upon reaching Stark Tower, Commander Marvel could see no signs of forced entry. He pulled back in his flight and assessed the situation. Whatever so-called monster was inside the building, it had left no obvious path to follow.

"Keep moving, Marv!" Thor cried as he rocketed by, nearly brushing against the Commander.

Marvel briefly thought of trying to intercept the young god, but decided it best to follow his example. Swiftly diving down, Marvel pushed through the lobby entrance of Stark Tower and shot through the first floor to where the elevator was waiting. Several bystanders right inside, Stark's employees from other floors, gasped and screamed at his entrance. He saw Thor touching down right in front of the elevator as he approached.

"I'm not waiting for an elevator," Marvel commented as he turned to look for the stairwell entrance.

"Who's waiting? Guys like us don't wait, dude."

Thor raised his hammer and smashed it down into the stainless steel elevator doors. The left one bent back while the right one dislodged entirely. Smirking, Thor grasped the right door and yanked it back carelessly into the lobby. He faux-saluted Marvel and jumped into the elevator shaft, falling down through the floors toward the basement laboratory where Bill and Janet were fending for their lives.

Marvel briefly looked back at the patrons and employees populating the lobby. He grimaced before jumping in after Thor, realizing that even if his past caught up with him before he was ready, he was going to have to start working on his overall image.

* * *

"Rhodey, get off my case already!"

Standing at two inches over six feet tall, a black man that held himself with an air of military training shook his head. He wore a tailored silver suit, but it was obvious that they weren't the clothes he was most comfortable in. He ran a hand over his bald head and sighed.

"You've been in the suit too long," he replied. "And cut it with that 'Rhodey' crap. My name is Rhodes. James Rhodes. You just came back in from that bank heist and you need to get out of the suit before—"

A soft click silenced Rhodes. Iron Man stood before him, the only other person with him in the large and impressive office on the top floor of Stark Tower. The armored hero's helmet was firmly in place now, sealing off its wearer from the rest of the outside world. Iron Man turned and stared at his advisor, and even though it was impossible to tell what his expression was beneath the helmet, the vibe Iron Man was giving off was clear.

"You heard the alarm from the lab," Iron Man's filtered voice replied. "Bill's in trouble. Probably Janet, too. I have to get down there and without the armor I'm as useful as a little kid. You just worry about evacuating the building. And since when did being called 'Rhodey' get on your nerves? My dad called you that all the time."

"Yeah, well, your father never kept this many secrets. And he wasn't stubborn like you either. You now as well as I do that the longer you interface with that armor the more you're liable to have an aneurysm."

Iron Man started walking away from Rhodes toward a set of stainless steel doors. He slid open a panel on one of his gauntlets as he walked, checking the failsafe he had installed the week before. "I know, I know. I designed the interface, remember? I'm fully aware of the risk."

Rhodes swiftly stepped between Iron Man and the doors. "Are you? Since the team came together you're spending more time in that tin can than the projected parameters allow. It's not safe."

"I'll be fine. Move."

Rhodes sighed again, but he stepped aside and let Iron Man tap the button on the wall to open the doors to the private elevator. Iron Man stepped in, waved half-heartedly to Rhodes as the doors closed, and began to descend to the basement. He ran through the boot-up programs through his HUD, making sure that all his systems would be online before he jumped into whatever was going on in the lab.

The alarm had instantly reached him in his office where he had been sitting at his desk, going over the schematics for an armor upgrade with Rhodes. Someone had breached his security. Someone that had the capability to get onto a floor that was supposedly inaccessible. There were only a few dozen people on the planet that even knew that lab was down there, and all of them were accounted for. Rhodes had told him to contact the others and let them handle it, but he wasn't about to let someone break into his house and not investigate personally.

James Rhodes had been a man that his father had trusted, and that trust had transferred to the person inside the Iron Man armor now. He truly did trust Rhodes with his life, which was obvious given that he was the only other person who had ever seen what he really looked like. Of course, for the company to have become what it is now, that was a necessity, but he liked to think of Rhodes as almost family.

The elevator dinged to signal his arrival on the lowest floor, the basement lab. His weapons were online and his targeting computer was already scanning his field of vision to lock onto something. When the doors opened he hesitated, shocked by the scene of chaos.

Janet was nowhere to be seen, but that was expected since it was hard to find her anyway. But Bill was unconscious on the floor, amidst scattered debris, instruments, paper, and broken glass. Iron Man's visor locked onto him and identified the obvious injuries, scrolling them across his HUD: two broken legs, a fractured right arm, a sprained left ankle, and a concussion.

The intruder who had done this, as well as destroyed the lab in the process, was currently fighting with Commander Marvel. His flowing brown robe covered most of his body, except for his face, which was bright red. His head had some tufts of white hair across his scalp. Upon closer inspection Iron Man realized that his face wasn't naturally that color, but had rather seemed that way because of all the massive cuts that had been sliced into his features. Blood trickled down from the wounds freely like a dripping facet that needed one more good turn.

"Hold it right there!" Iron Man ordered, using his helmet's synthesizer to bolster his voice.

"Get back!" Marvel hollered without bothering to look at him. He was much too busy fending for his life against the strange intruder.

Marvel stood in the center of the lab, throwing punch after punch at the man in the brown robe. For as fast as he was moving, the intruder was moving faster. With each possibly killing blow, the intruder weaved between the punches with ease. After the third missed throw, the man twisted oddly at the waist and grabbed Marvel's wrist, twisting it. The man spun on his heel and used Marvel's own momentum to yank him into an expertly performed judo maneuver, tossing him across the room and slamming him into the far wall.

Marvel growled with rage as he fell into a kneeling position and the bands around his wrists suddenly erupted into a blazing inferno of power. "I didn't want to do something like this in close quarters," the masked hero said, "but you're not giving me a choice."

"Whatever you attempt," the man replied, "it is useless."

Marvel took his shot, firing a concentrated burst of yellow and white energy at the assailant. The beam sliced through the room, carving a hole into one of the workstations as well as the wall. Even though the beam was slender, it still did plenty of damage. The intruder, however, had dodged at the last instant and remained unaffected by the display.

"Ah, another has come," the intruder said as he shot a look squarely at Iron Man. "I thought I felt something approaching. But you…you're different somehow. Your soul isn't like the others. I wonder…"

The man's robe flowed around him as he vaulted over a long, enclosed table, looking for cover. Iron Man locked his targeting computer into place and fired his repulsors. The concussive force struck him as he leapt, knocking him down behind the counter.

"What are you doing?" Marvel demanded as he stood up and stalked toward the counter.

"Saving your ass. I hit him; you didn't."

"You don't understand what this monster is capable of. Get back! Find Photon and regroup. I'll hold him here as long as I can."

Irritated, Iron Man rushed across the lab to flank the counter that the man had fallen behind. Marvel wasn't the one who commanded in the field and he didn't see what the problem was. Obviously all he had done was caught the intruder off guard. Marvel approached the counter from one side as Iron Man came up from the other, his repulsors at the ready.

He stepped behind the long, enclosed table and was shocked to see that the man in the robe was gone. "Where is he?" Iron Man asked as he lowered his gauntlets slowly.

"The Father sees all," someone rasped from behind him.

Iron Man whirled around, but it did little good. The robed man ducked under his feebly swinging arm and stuck something into the side of his breastplate. Iron Man stumbled back as the alarms started sounding inside his helmet. He looked down to see what looked like a simple knife jabbed into the side of his thick, reinforced armor, and it was playing havoc with his mobility.

The man jumped into the air and kicked out both of his feet, striking Iron Man on either side of the pentagram on his chest. His strength was amazing; much more than Iron Man would have thought possible for such a person. In his armor, Iron Man weighed as much as five men, but the dropkick sent him sailing back into Marvel where they both crashed into the wall.

Iron Man's armor began to shut down, system by system. He was trapped. Whatever he had been stabbed with, it was much more than just a simple blade. Commander Marvel was pinned under Iron Man for the moment, but when the robed man lashed out again another knife was thrown into his chest, ensuring that he would also become immobile.

"The Father grants me the ability to look into your soul," the man said as he stepped forward with a horrifying look on his face. "Your movements are known to me even before they are known to you. I can anticipate and adapt, I can mimic and impersonate. I can match your soul with my own and in a manner of speaking, _become_ you."

Iron Man struggled inside his armor, fighting to regain control of his limbs that were held down by the bulky second-skin. He managed to swivel his neck where he saw long blonde hair hiding the face of Thor only a few feet from the elevator he had come down in. The god was also incapacitated, although he couldn't yet tell how. From what he had witnessed in the field, Thor was one of the toughest on the team. However he had been taken down, it had to have been effective.

With Thor unable to lend aid, that left Photon and possibly Wasp to conceivably come to the rescue. Of course, that was also assuming that they were still alive.

"Who are you?" Iron Man demanded. He was trying to manually reboot his armor, but the failsafe wasn't kicking in yet. He needed more time.

"I have come for Stark. I was hired to find him and obtain certain things from him…but I believe that will no longer be necessary now. You see, the Father favored me above all others once. But He betrayed me and took my very soul away as punishment."

Blood continued to trickle down the intruder's face, dripping onto Iron Man's red and gold armor as he leaned over the fallen hero. Their faces came close together; one locked behind a metal mask and the other deprived of several layers of skin. If Iron Man's armor hadn't been locked down he would have blasted the horrifying man away just to keep from looking at his disgusting disfigurement.

The intruder placed a palm onto Iron Man's chestplate and his eyes briefly rolled into the back of his head. "Now I am forced to fill the void that He left me with by stealing away parts of another person's spirit. It grants me their strength, their thoughts, even their body language. I become one with them…and right now I feel the imprint of your soul. I must say, I'm surprised. Even more so than the hybrid with the bracelets over there."

"You're just a hired gun. A lackey."

"Whatever I am needed for I accomplish. The Father saw this, as does my employer. In fact, whatever task he has set me I have accomplished flawlessly. My employer is so pleased he has even given me a moniker: _Taskmaster_."

"So you're some kind of religious nut?" Iron Man asked, still trying to buy time for his armor to reboot.

"Religion is a joke. Each man is his own god. I've been forsaken, but at the very least I've come to make a living from it. Someday I'll find a soul with the key to Heaven inside it. The thunderer came closest, but he's not quite right. His soul has been deluded too much. But I'm not here for my own personal gain…no, I'm here on behalf of my employer. There is someone working behind your own operations that seeks to dismantle you from within, and I am the tool he has sought to use to learn about you."

"If that's true," Iron Man said under labored breath, "why tell me?"

"Because he has seen the future and there is nothing you can do about it. You will all be destroyed, scattered, and forgotten. Soon you will—"

The Taskmaster paused, snapped his hand away from Iron Man's chest, and gripped something in the air. He stood up to his full height and uncapped his hand to see the tiny form of the Wasp twitching in his palm. "With my heightened senses, it is impossible to sneak up on me, little one. I don't think you will be stinging me anytime soon."

"But she'll serve nicely as a distraction!"

Energy sliced through the room, stabbing into the intruder viciously from both sides. To the left, Commander Marvel, battered as he was, unleashed a solid fury of equal parts concentrated light and concussive force. His bracelets glowed nearly as bright as the sun as the searing power lanced through the room, melting a test tube that it came into contact with. He staggered somewhat but he maintained the assault.

To the right stood Photon, once more brandishing the angelic body bestowed upon her by the Scarlet Centurion. Like Marvel, a blaze of engulfing energy erupted from her arms and cut into the intruder. She had stumbled onto the scene and met the Commander's eyes, knowing that it was going to take all she could muster to take their enemy down. She poured herself into the attack, feeling the power at the core of her body slowly flow up her torso and down her arms, only to slip out between her fingers.

Their target stretched out his arms into the center of both beams, a large grin stretching across his face. "Yes!" the Taskmaster screamed over the torrent of energy. "Extend yourselves! Create a stronger avenue for me to walk into your soul!"

What happened next disoriented Iron Man. There was an explosion and he was sure that he saw both Marvel and Photon tossed back. For a brief moment he saw the intruder float off the ground, and then his eyes began to burn. However, even though he was blinded he began to see many different and confusing images swirl in his mind.

A stone hammer hidden deep in a forest.

A scorned woman screaming at the top of her lungs.

Dozens of alien warships hovering in space.

The Scarlet Centurion demanding obedience from his kneeling subject.

Forged documents being handed to a new employer.

As quickly as the mental onslaught began, it concluded with one distinctive image: the Taskmaster's blood red face, smiling. The stunningly white teeth juxtaposed the dripping blood from his face. The image burned into Iron Man's mind and it was all he could think about. There was nothing else, only the scarred face of the man who had humbled them all.

"I have what I came for," the man said. Iron Man could barely see, but he heard the intruder's words clearly. "I know each of you as intimately as you do yourselves. This knowledge will make it easier for my employer to crush you. I have touched each of your souls and I take that insight away with me. But I leave something in its place: I have given each of you a glimpse into each other's souls, as well as the secrets that rest therein."

The Taskmaster casually walked to the exit, stepping over broken bits of equipment and chunks of drywall. Iron Man gulped at the oxygen his suit supplied, breathing deeply to try and regain his bearings quicker.

As the Taskmaster left them behind, broken and defeated in their own lair, it wasn't the disturbing fact that he had barely flinched at any of their offense that bothered Iron Man. This mysterious figure that boasted of their inevitable future demise was a mere annoyance compared to what he had seen in his mind.

Instead of feeling fear, he felt anger. White hot rage boiled inside him as the glimpse that the Taskmaster provided had apparently revealed the secrets of each of his teammates. While the secrets he had just learned were disturbing, they were nothing compared to the idea that his own privacy had been violated. Just as he had seen the souls of the others, so had they looked into his.

His armor had begun to come back online and his systems were flashing warnings, but it didn't matter anymore. Not now. The bruises would fade, but the permanent damage had been inflicted last. Iron Man felt as if he had gained nothing from the day and had somehow lost everything. There was one simple truth playing over and over in his head:

No more secrets.

* * *

_**Somewhere in Europe**_

"I trust your mission was successful, my Taskmaster?"

Stepping through the shadowed doorway, the Taskmaster slipped off his brown robe and draped it over a chair, revealing a sleek bodysuit with half a dozen sharp knives strapped to the sides. He simply nodded and kneeled before the man who had spoken.

"Yes," the Taskmaster replied smoothly. "They were uncoordinated and sloppy. You will have no trouble dissolving them, and I doubt my now intimate knowledge of their anticipated actions will even be necessary."

The man, who was dressed in a custom tailored dark blue suit that cost more than most men make in a year, half turned to face the Taskmaster. He stood a few feet away from a desk, which was in front of large, looming windows that looked out onto a factory floor. From this office the man could watch his people work furiously to meet the deadlines he had set before them. Dozens of workers manned the assembly lines, each aware of the fact that he was always watching them.

He slapped the Taskmaster as he scoffed. "Do not proceed to tell me what I can and cannot do." His accent was thick with German heritage. "I must have every advantage in the coming battle. The future is not written in stone."

The Taskmaster stood, unaffected by the humiliating slap. "I did not mean to insult you," he responded. "I apologize."

"Leave me."

The door closed and once more the man was alone in his office. He looked over his factory floor for a few moments before turning back to his desk and pushing a button. The windows turned opaque, shutting him off completely from prying eyes.

"Fools…all of them," he muttered as he walked to the far side of the room and removed a painting from the wall, revealing a large safe. After dialing in the combination the door swung open and revealed the contents of the safe: a worn and damaged costume that had once been a bright blue. He gently picked the fabric up and unfolded it, relishing the Swastika embroidered on the front.

"Once I had the power of a god running through my veins. They feared me. Now I am old. Weak. No longer worthy of the name Master Man. But soon…soon…"

He smiled, now sure of the fact that before long the so-called heroes would be dead at his feet and he would reign over the planet as he was meant to.

* * *

**MAIL CALL**

Someone asked me (I've forgotten who now) how I re-imagine a character for the Ultimate universe. Some of the characters I've picked for this series are very similar to their 616 counterparts, such as the Golden Age Captain America. Now, I haven't revealed his entire back story yet, but from a reader's point of view he's essentially the same. I've got a big plan for him that just hasn't come to fruition yet.

Other characters are extremely different, such as the Golden Age Human Torch, who is basically a steampunk version of the 616 Jim Hammond. The basics of the character are there, but with a complete overhaul that might be easier to swallow in the modern day type of storytelling.

The Taskmaster was the main threat in this issue and as you saw he is vastly different from the source material. Why? Well, to be honest, the Taskmaster has always come across as a little…boring to me. I know, I know. Fanboys everywhere are squealing. He's got photographic reflexes, which is a cool idea, but it essentially means that he can do the same karate kick as you.

Why stop there? If he's connecting with you on a physical level, why not connect on a spiritual level as well? Enter this new version of the Taskmaster. He'll mimic your movements and anticipate your actions, but he'll also look directly into your soul and see all the skeletons in your closet. That's spooky. And it makes him a much more deadly enemy in my opinion.

And that's the general idea of how I decide which characters get a more drastic Ultimate treatment while I'm writing: is the character I'm working with living up to their potential? Sometimes they are, like with Captain America. Sometimes they aren't, like with the Taskmaster.

By the way, did you read the back-up story that concerned Master Man? Maybe you should. A lot of what I'll be doing next builds off of it.

No mail this time, but don't forget to e-mail me feedback and/or questions!


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